| ☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Israel |
||
(State or other jurisdiction of incorporation or organization) |
(IRS Employer Identification Number) |
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
TEVA |
New York Stock Exchange |
| Large accelerated filer | ☒ | Accelerated filer | ☐ | |||
Non-accelerated filer |
☐ | Smaller reporting company | ☐ | |||
| Emerging growth company | ☐ | |||||
TEVA PHARMACEUTICAL INDUSTRIES LIMITED
For an accessible version of this Quarterly Report on Form 10-Q, please visit www.tevapharm.com
INDEX
| PART I. | Financial Statements (unaudited) |
|||||
| Item 1. | 5 | |||||
| 5 | ||||||
| 6 | ||||||
| 7 | ||||||
| 8 | ||||||
| 10 | ||||||
| 12 | ||||||
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations |
53 | ||||
| Item 3. | 79 | |||||
| Item 4. | 79 | |||||
| PART II. | OTHER INFORMATION |
|||||
| Item 1. | 80 | |||||
| Item 1A. | 80 | |||||
| Item 2. | 80 | |||||
| Item 3. | 80 | |||||
| Item 4. | 80 | |||||
| Item 5. | 80 | |||||
| Item 6. | 82 | |||||
| 83 | ||||||
2
| • | our ability to successfully compete in the marketplace, including: that we are substantially dependent on our generic products; concentration of our customer base and commercial alliances among our customers; competition faced by our generic medicines from other pharmaceutical companies and changes in regulatory policy that may result in costs and delays; delays in launches of new generic products; our ability to develop and commercialize additional pharmaceutical products in a timely manner; intense competition for our innovative medicines; our ability to achieve expected results from investments in our product pipeline; our ability to successfully execute on our Pivot to Growth strategy, including to expand our innovative and biosimilar medicines pipeline and to profitably commercialize our innovative medicines and biosimilar portfolio, whether organically or through business development, to sustain and focus our portfolio of generic medicines, and to execute on our organizational transformation and to achieve expected cost savings; and the effectiveness of our patents and other measures to protect our intellectual property rights; |
| • | our significant indebtedness, which may limit our ability to incur additional indebtedness, engage in additional transactions or make new investments; and our potential need to raise additional funds in the future, which may not be available on acceptable terms or at all; |
| • | our business and operations in general, including: the impact of global economic conditions and other macroeconomic developments and the governmental and societal responses thereto, and our exposure to changes in international trade policies, including the imposition of tariffs in the jurisdictions in which we operate, and any effects of such developments on sales of our products and the pricing and availability of raw materials; effectiveness of our optimization efforts; significant disruptions of information technology systems, including cybersecurity attacks, as well as risks and uncertainties related to the adoption of artificial intelligence technologies, and breaches of our data security; interruptions in our supply chain or problems with internal or third party manufacturing; challenges associated with conducting business globally, including political or economic instability, prolonged government shutdowns, widespread outbreaks of major diseases and major hostilities or acts of terrorism, ongoing global conflicts, including in the Middle East and the war involving Iran and the war between Russia and Ukraine; our ability to attract, hire, integrate and retain highly skilled personnel; our ability to successfully bid for suitable acquisition targets or licensing opportunities, or to consummate and/or integrate acquisitions successfully and cost-effectively; and our prospects and opportunities for growth if we sell or plan to sell assets or business units and close or divest plants and facilities, as well as our ability to successfully and cost-effectively effectuate and consummate such sales and divestitures, including our planned divestiture of our API business; |
| • | compliance, regulatory and litigation matters, including: failure to comply with complex legal and regulatory requirements, the effects of regulatory uncertainty and changes and the results of increased regulatory oversight, including expenditures required to ensure compliance with research, production and quality control regulations and remedial actions taken to address product issues, such as delayed product launches, product recalls, and facility shutdowns; the effects of governmental, regulatory and civil proceedings and litigation which we are, or in the future become, party to; the effects of reforms in healthcare regulation and related reductions in pharmaceutical pricing, reimbursement and coverage, including as a result of the One Big Beautiful Bill signed into law in the U.S. in July 2025 (“OBBBA”), which will likely reduce the number of insured in Medicaid and Health Insurance Exchange markets, potentially altering utilization patterns and shifting negotiating leverage among payors, U.S. Executive Orders issued in April and May 2025 intended to reduce the prices paid for prescription medicines, including most-favored-nation pricing and related regulatory efforts; legal and regulatory actions in connection with public concern over the abuse of opioid medications; our ability to timely make payments required under our nationwide opioids settlement agreement and provide our generic version of Narcan ® (naloxone hydrochloride nasal spray) in the amounts and at the times required under the terms of such agreement; scrutiny from competition and pricing authorities around the world, including our ability to comply with and operate under our deferred prosecution agreement (“DPA”) with the U.S. Department of Justice (“DOJ”); potential liability for intellectual property right infringement; significant product liability claims; claims brought by regulatory agencies; failure to comply with complex Medicare, Medicaid and other governmental programs’ reporting and payment obligations; compliance with sanctions and trade control laws; environmental risks and changes in governmental, investor and societal responses to climate change and sustainability related issues; |
| • | financial, economic and other risks, including: our exposure to currency fluctuations and restrictions as well as credit risks; impairments of our long-lived assets; potential significant increases in tax liabilities; the effect on our overall effective tax rate of the termination or expiration of governmental programs or tax benefits, or of a change in our business; the impact of any failure to maintain effective internal control over our financial reporting; and our ability to successfully implement the process for terminating our American Depository Share (“ADS”) program and directly listing our ordinary shares in lieu of the ADSs and to achieve our aims as a result of such process, as described in Part II, Item 5 of this Quarterly Report on Form 10-Q; |
ITEM 1. |
FINANCIAL STATEMENTS |
June 30, 2026 |
December 31, 2025 |
|||||||
| ASSETS |
||||||||
| Current assets: |
||||||||
| Cash and cash equivalents |
$ |
3,655 |
$ |
3,556 |
||||
| Accounts receivables, net of allowance for credit losses of $75 million and $81 million as of June 30, 2026 and December 31, 2025, respectively |
3,493 |
3,709 |
||||||
| Inventories |
3,221 |
3,179 |
||||||
| Prepaid expenses |
1,034 |
1,122 |
||||||
| Other current assets |
563 |
539 |
||||||
| Assets held for sale |
1,794 |
1,842 |
||||||
| |
|
|
|
|||||
| Total current assets |
13,760 |
13,946 |
||||||
| Deferred income taxes |
2,162 |
2,191 |
||||||
| Other non-current assets |
387 |
405 |
||||||
| Property, plant and equipment, net |
3,928 |
4,080 |
||||||
| Operating lease right-of-use |
333 |
345 |
||||||
| Identifiable intangible assets, net |
3,447 |
3,781 |
||||||
| Goodwill |
15,839 |
16,000 |
||||||
| |
|
|
|
|||||
| Total assets |
$ |
39,857 |
$ |
40,748 |
||||
| |
|
|
|
|||||
| LIABILITIES AND EQUITY |
||||||||
| Current liabilities: |
||||||||
| Short-term debt |
$ |
4,500 |
$ |
1,820 |
||||
| Sales reserves and allowances |
3,899 |
4,143 |
||||||
| Accounts payables |
2,721 |
2,531 |
||||||
| Employee-related obligations |
488 |
739 |
||||||
| Accrued expenses |
2,738 |
2,687 |
||||||
| Other current liabilities |
987 |
1,182 |
||||||
| Liabilities held for sale |
313 |
354 |
||||||
| |
|
|
|
|||||
| Total current liabilities |
15,646 |
13,456 |
||||||
| Long-term liabilities: |
||||||||
| Deferred income taxes |
289 |
296 |
||||||
| Other taxes and long-term liabilities |
3,791 |
3,808 |
||||||
| Senior notes and loans |
12,092 |
14,986 |
||||||
| Operating lease liabilities |
282 |
288 |
||||||
| |
|
|
|
|||||
| Total long-term liabilities |
16,454 |
19,379 |
||||||
| |
|
|
|
|||||
| Commitments and contingencies |
||||||||
| Total liabilities |
32,100 |
32,834 |
||||||
| |
|
|
|
|||||
| Equity: |
||||||||
| Teva shareholders’ equity: |
||||||||
| Ordinary shares of NIS 0.10 par value per share; June 30, 2026 and December 31, 2025: authorized 2,495 million shares; issued 1,271 million shares and 1,257 million shares, respectively . |
59 |
58 |
||||||
| Additional paid-in capital |
28,256 |
28,133 |
||||||
| Accumulated deficit |
(13,969 |
) |
(13,762 |
) | ||||
| Accumulated other comprehensive loss |
(2,465 |
) |
(2,391 |
) | ||||
| Treasury shares as of June 30, 2026 and December 31, 2025: 106 million ordinary shares and 107 million ordinary shares, respectively . |
(4,128 |
) |
(4,128 |
) | ||||
| |
|
|
|
|||||
7,753 |
7,910 |
|||||||
| |
|
|
|
|||||
| Non-controlling interests |
4 |
4 |
||||||
| |
|
|
|
|||||
| Total equity |
7,757 |
7,914 |
||||||
| |
|
|
|
|||||
| Total liabilities and equity |
$ |
39,857 |
$ |
40,748 |
||||
| |
|
|
|
|||||
Three months ended June 30, |
Six months ended June 30, |
|||||||||||||||
2026 |
2025 |
2026 |
2025 |
|||||||||||||
Net revenues |
$ | 4,142 | $ | 4,176 | $ | 8,124 | $ | 8,067 | ||||||||
Cost of sales |
1,989 | 2,074 | 4,000 | 4,088 | ||||||||||||
Gross profit |
2,153 | 2,102 | 4,124 | 3,979 | ||||||||||||
Research and development expenses |
970 | 244 | 1,191 | 490 | ||||||||||||
Selling and marketing expenses |
717 | 654 | 1,413 | 1,276 | ||||||||||||
General and administrative expenses |
317 | 305 | 621 | 603 | ||||||||||||
Intangible assets impairments |
22 | 42 | 30 | 163 | ||||||||||||
Other assets impairments, restructuring and other items |
147 | 232 | 173 | 210 | ||||||||||||
Legal settlements and loss contingencies |
230 | 166 | 303 | 252 | ||||||||||||
Other loss (income) |
(19 | ) |
4 | (28 | ) | 9 | ||||||||||
Operating income (loss) |
(231 | ) | 455 | 421 | 975 | |||||||||||
Financial expenses, net |
224 | 252 | 440 | 477 | ||||||||||||
Income (loss) before income taxes |
(455 | ) | 203 | (18 | ) | 497 | ||||||||||
Income taxes (benefit) |
121 | (78 | ) | 188 | (4 | ) | ||||||||||
Share in (profits) losses of associated companies, net |
* | (1 | ) | 1 | (1 | ) | ||||||||||
Net income (loss) |
(575 | ) | 283 | (206 | ) | 503 | ||||||||||
Net income (loss) attributable to redeemable and non-redeemable non-controlling interests |
* | * | * | 6 | ||||||||||||
Net income (loss) attributable to Teva |
(576 | ) | 282 | (207 | ) |
497 | ||||||||||
Earnings (loss) per share attributable to ordinary shareholders: |
||||||||||||||||
Basic |
$ | (0.49 | ) | $ | 0.25 | $ | (0.18 | ) | $ | 0.43 | ||||||
Diluted |
$ | (0.49 | ) | $ | 0.24 | $ | (0.18 | ) | $ | 0.43 | ||||||
Weighted average number of shares (in millions): |
||||||||||||||||
Basic |
1,165 | 1,147 | 1,160 | 1,142 | ||||||||||||
Diluted |
1,165 | 1,161 | 1,160 | 1,159 | ||||||||||||
| * | Represents an amount less than $0.5 million. |
Three months ended June 30, |
Six months ended June 30, |
|||||||||||||||
2026 |
2025 |
2026 |
2025 |
|||||||||||||
| Net income (loss) |
$ | (575 | ) | $ | 283 | $ | (206 | ) | $ | 503 | ||||||
| Other comprehensive income (loss), net of tax: |
||||||||||||||||
| Currency translation adjustment |
50 | 227 | (71 | ) | 721 | |||||||||||
| Unrealized gain (loss) from derivative financial instruments, net |
(2 | ) | 17 | (2 | ) | 24 | ||||||||||
| Unrealized loss on defined benefit plans |
(1 | ) | — | (1 | ) | (1 | ) | |||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Total other comprehensive income (loss) |
47 | 244 | (74 | ) | 744 | |||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Total comprehensive income (loss) |
(528 | ) | 527 | (280 | ) | 1,247 | ||||||||||
| Comprehensive income (loss) attributable to redeemable and non-redeemable non-controlling interests |
* | * | * | 33 | ||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Comprehensive income (loss) attributable to Teva |
$ | (528 | ) | $ | 527 | $ | (280 | ) | $ | 1,214 | ||||||
| |
|
|
|
|
|
|
|
|||||||||
| * | Represents an amount less than $0.5 million. |
Teva shareholders’ equity |
||||||||||||||||||||||||||||||||||||
Ordinary shares |
||||||||||||||||||||||||||||||||||||
Number of shares (in millions) |
Stated value |
Additional paid-in capital |
Retained earnings (accumulated deficit) |
Accumulated other comprehensive (loss) |
Treasury shares |
Total Teva shareholders’ equity |
Non- controlling interests |
Total equity |
||||||||||||||||||||||||||||
(U.S. dollars in millions) |
||||||||||||||||||||||||||||||||||||
Balance at March 31, 2026 |
1,271 | 59 | 28,203 | (13,394 | ) | (2,512 | ) | (4,128 | ) | 8,228 | 4 | 8,232 | ||||||||||||||||||||||||
Net Income (loss) |
(576 | ) | (576 | ) |
* |
(575 | ) | |||||||||||||||||||||||||||||
Other comprehensive income |
47 | 47 | * |
47 | ||||||||||||||||||||||||||||||||
Stock-based compensation expense |
40 | 40 | 40 | |||||||||||||||||||||||||||||||||
Proceeds from exercise of options |
13 | 13 | 13 | |||||||||||||||||||||||||||||||||
Balance at June 30, 2026 |
1,271 | $ | 59 | $ | 28,256 | $ | (13,969 | ) | $ | (2,465 | ) | $ | (4,128 | ) | $ | 7,753 | $ | 4 | $ | 7,757 | ||||||||||||||||
| * | Represents an amount less than $0.5 million. |
Teva shareholders’ equity |
||||||||||||||||||||||||||||||||||||
Ordinary shares |
||||||||||||||||||||||||||||||||||||
Number of shares (in millions) |
Stated value |
Additional paid-in capital |
Retained earnings (accumulated deficit) |
Accumulated other comprehensive (loss) |
Treasury shares |
Total Teva shareholders’ equity |
Non- controlling interests |
Total equity |
||||||||||||||||||||||||||||
(U.S. dollars in millions) |
||||||||||||||||||||||||||||||||||||
Balance at December 31, 2025 |
1,256 | 58 | 28,133 | (13,762 | ) | (2,391 | ) | (4,128 | ) | 7,910 | 4 | 7,914 | ||||||||||||||||||||||||
Net Income (loss) |
(207 | ) | (207 | ) | * |
(206 | ) | |||||||||||||||||||||||||||||
Other comprehensive income (loss) |
(74 | ) | (74 | ) | * |
(74 | ) | |||||||||||||||||||||||||||||
Issuance of Shares |
15 | * |
* |
|||||||||||||||||||||||||||||||||
Stock-based compensation expense |
83 | 83 | 83 | |||||||||||||||||||||||||||||||||
Proceeds from exercise of options |
39 | 39 | 39 | |||||||||||||||||||||||||||||||||
Balance at June 30, 2026 |
1,271 | $ | 59 | $ | 28,256 | $ | (13,969 | ) | $ | (2,465 | ) | $ | (4,128 | ) | $ | 7,753 | $ | 4 | $ | 7,757 | ||||||||||||||||
| * | Represents an amount less than $0.5 million. |
Teva shareholders’ equity |
||||||||||||||||||||||||||||||||||||
Ordinary shares |
||||||||||||||||||||||||||||||||||||
Number of shares (in millions) |
Stated value |
Additional paid-in capital |
Retained earnings (accumulated deficit) |
Accumulated other comprehensive (loss) |
Treasury shares |
Total Teva shareholders’ equity |
Non- controlling interests |
Total equity |
||||||||||||||||||||||||||||
(U.S. dollars in millions) |
||||||||||||||||||||||||||||||||||||
Balance at March 31, 2025 |
1,253 | 58 | 27,965 | (14,958 | ) | (2,675 | ) | (4,128 | ) | 6,262 | 7 | 6,269 | ||||||||||||||||||||||||
Net Income (loss) |
282 | 282 | * |
283 | ||||||||||||||||||||||||||||||||
Other comprehensive income (loss) |
244 | 244 | * |
244 | ||||||||||||||||||||||||||||||||
Stock-based compensation expense |
38 | 38 | 38 | |||||||||||||||||||||||||||||||||
Balance at June 30, 2025 |
1,253 | $ | 58 | $ | 28,003 | $ | (14,676 | ) | $ | (2,431 | ) | $ | (4,128 | ) |
$ | 6,827 | $ | 7 | $ | 6,834 | ||||||||||||||||
| * | Represents an amount less than $ 0.5 million. |
| * | Represents an amount less than $0.5 million. |
| ** | In connection with the sale of Teva’s business venture in Japan. |
Three months ended |
Six months ended |
|||||||||||||||
June 30, |
June 30, |
|||||||||||||||
2026 |
2025 |
2026 |
2025 |
|||||||||||||
| Operating activities: |
||||||||||||||||
| Net income (loss) |
$ | (575 | ) | 283 | $ | (206 | ) | 503 | ||||||||
| Adjustments to reconcile net income (loss) to net cash provided by operations: |
||||||||||||||||
| Depreciation and amortization |
241 | 251 | 480 | 494 | ||||||||||||
| Impairment of long-lived assets and assets held for sale |
113 | 99 | 122 | 177 | ||||||||||||
| Acquired IPR&D related to Emalex Biosciences, see note 2 |
724 | — | 724 | — | ||||||||||||
| Net change in operating assets and liabilities |
(164 | ) | (336 | ) | (780 | ) | (1,035 | ) | ||||||||
| Deferred income taxes – net and uncertain tax positions |
25 | (211 | ) | 3 | (183 | ) | ||||||||||
| Stock-based compensation |
40 | 38 | 83 | 72 | ||||||||||||
| Other items |
19 | 105 | (36 | ) | 94 | |||||||||||
| Net loss (gain) from sale of business and long-lived assets |
(12 | ) | (2 | ) | (20 | ) | — | |||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Net cash provided by (used in) operating activities |
411 |
227 |
371 |
122 |
||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Investing activities: |
||||||||||||||||
| Beneficial interest collected in exchange for securitized trade receivables |
311 | 336 | 665 | 658 | ||||||||||||
| Purchases of property, plant and equipment and intangible assets |
(104 | ) | (96 | ) | (273 | ) | (223 | ) | ||||||||
| Proceeds from sale of business and long-lived assets, net |
4 | 9 | 46 | 26 | ||||||||||||
| Purchase of Emalex Biosciences outstanding shares, see note 2 |
(696 | ) | — | (696 | ) | — | ||||||||||
| Purchases of investments and other assets . |
(1 | ) | (16 | ) | (1 | ) | (27 | ) | ||||||||
| Other investing activities |
(4 | ) | 3 | (3 | ) | 3 | ||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Net cash provided by (used in) investing activities |
(491 |
) |
236 |
(263 |
) |
437 |
||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Financing activities: |
||||||||||||||||
| Repayment of senior notes and loans and other long-term liabilities |
— | (2,300 | ) | (23 | ) | (3,668 | ) | |||||||||
| Repayment of convertible debentures |
— | 2,305 | — | 2,305 | ||||||||||||
| Purchase of shares from redeemable and non-redeemable non-controlling interests |
— | — | — | (38 | ) | |||||||||||
| Dividends paid to redeemable and non-redeemable non-controlling interests |
— | — | — | (340 | ) | |||||||||||
| Other financing activities |
(1 |
) |
1 |
35 |
3 |
|||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Net cash provided by (used in) financing activities |
(1 |
) |
6 |
12 |
(1,738 |
) | ||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Effect of exchange rate changes on cash and cash equivalents |
(5 |
) |
(5 |
) |
(22 |
) |
40 |
|||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Net change in cash and cash equivalents |
(86 |
) |
464 |
99 |
(1,139 |
) | ||||||||||
| Balance of cash and cash equivalents at beginning of period |
3,741 |
1,697 |
3,556 |
3,300 |
||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Balance of cash and cash equivalents at end of period |
$ | 3,655 |
2,161 |
$ |
3,655 |
2,161 |
||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Non-cash financing and investing activities: |
||||||||||||||||
| Beneficial interest obtained in exchange for securitized accounts receivables |
$ | 295 | 329 | $ | 606 | 641 | ||||||||||
Three months ended June 30, |
Six months ended June 30, |
|||||||||||||||
2026 |
2025 |
2026 |
2025 |
|||||||||||||
| Other assets |
$ | (278 | ) | $ | (470 | ) | $ | (578 | ) | $ | (746 | ) | ||||
| Trade payables, accrued expenses, employee-related obligations and other liabilities |
82 | 84 | (63 | ) | 45 | |||||||||||
| Trade receivables net of sales reserves and allowances |
91 | 111 | 13 | (153 | ) | |||||||||||
| Inventories |
(59 | ) | (61 | ) | (152 | ) | (181 | ) | ||||||||
| |
|
|
|
|
|
|
|
|||||||||
| $ | (164 | ) | $ | (336 | ) | $ | (780 | ) | $ | (1,035 | ) | |||||
| |
|
|
|
|
|
|
|
|||||||||
(U.S. $ in millions) |
||||
| Cash consideration for outstanding shares, net of working capital adjustments |
$ | 696 | ||
| Transaction costs |
8 | |||
| |
|
|||
| Total consideration allocated |
704 | |||
| |
|
|||
| Other current assets |
2 | |||
| Deferred income taxes |
134 | |||
| Valuation allowance |
(134 | ) | ||
| Accrued expenses |
$ | (18 | ) | |
| Other liabilities |
(4 | ) | ||
| |
|
|||
| Total identifiable assets and liabilities acquired |
(20 | ) | ||
| |
|
|||
| Acquired IPR&D |
724 | |||
| |
|
|||
| Total consideration allocated |
$ | 704 | ||
| |
|
|||
June 30, |
December 31, |
|||||||
2026 |
2025 |
|||||||
(U.S. $ in millions) |
||||||||
| Accounts receivables |
$ | 64 | 86 | |||||
| Inventories |
534 | $ | 506 | |||||
| Property, plant and equipment, net |
1,027 | 1,020 | ||||||
| Identifiable intangible assets, net |
19 | 29 | ||||||
| Goodwill |
207 | 213 | ||||||
| Other current assets |
59 | 87 | ||||||
| Other non-current assets |
184 | 184 | ||||||
| Expected loss on sale* |
(300 | ) | (283 | ) | ||||
| |
|
|
|
|||||
| Total assets of the disposal group classified as held for sale in the consolidated balance sheets |
$ | 1,794 | $ | 1,842 | ||||
| |
|
|
|
|||||
| Accounts payables |
(247 | ) | (261 | ) | ||||
| Other current liabilities |
(5 | ) | (16 | ) | ||||
| Other non-current liabilities |
(61 | ) | (77 | ) | ||||
| Total liabilities of the disposal group classified as held for sale in the consolidated balance sheets |
$ | (313 | ) | $ | (354 | ) | ||
| |
|
|
|
|||||
* |
Includes an expected loss from reclassification of currency translation adjustments to the consolidated statements of income (loss) upon sale. |
Three months ended June 30, 2026 |
||||||||||||||||||||
United States |
Europe |
International Markets |
Other Activities |
Total |
||||||||||||||||
(U.S.$ in millions) |
||||||||||||||||||||
| Sale of goods |
1,704 | 1,253 | 527 | 118 | 3,602 | |||||||||||||||
| Licensing arrangements |
17 | 13 | 7 | § | 37 | |||||||||||||||
| Distribution |
— | § | 20 | 413 | 433 | |||||||||||||||
| Other |
(19 | ) | (3 | ) | (3 | ) | 95 | 70 | ||||||||||||
| |
|
|
|
|
|
|
|
|
|
|||||||||||
$ |
1,702 |
$ |
1,263 |
$ |
550 |
$ |
627 |
$ |
4,142 |
|||||||||||
| |
|
|
|
|
|
|
|
|
|
|||||||||||
§ |
Represents an amount less than $0.5 million. |
Three months ended June 30, 2025 |
||||||||||||||||||||
United States |
Europe |
International Markets |
Other Activities |
Total |
||||||||||||||||
(U.S.$ in millions) |
||||||||||||||||||||
| Sale of goods |
1,755 | 1,275 | 469 | 136 | 3,636 | |||||||||||||||
| Licensing arrangements |
29 | 9 | 9 | (1 | ) | 46 | ||||||||||||||
| Distribution |
— | § | 12 | 365 | 377 | |||||||||||||||
| Other |
2 | 13 | 5 | 98 | 117 | |||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|||||||||||
$ |
1,786 |
$ |
1,298 |
$ |
495 |
$ |
597 |
$ |
4,176 |
|||||||||||
| |
|
|
|
|
|
|
|
|
|
|||||||||||
§ |
Represents an amount less than $0.5 million. |
Six months ended June 30, 2026 |
||||||||||||||||||||
United States |
Europe |
International Markets |
Other Activities |
Total |
||||||||||||||||
(U.S.$ in millions) |
||||||||||||||||||||
| Sale of goods |
3,197 | 2,565 | 1,003 | 227 | 6,991 | |||||||||||||||
| Licensing arrangements |
39 | 23 | 15 | § | 77 | |||||||||||||||
| Distribution |
— | § | 38 | 792 | 830 | |||||||||||||||
| Other |
1 | 15 | 18 | 192 | 226 | |||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|||||||||||
$ |
3,236 |
$ |
2,603 |
$ |
1,074 |
$ |
1,211 |
$ |
8,124 |
|||||||||||
| |
|
|
|
|
|
|
|
|
|
|||||||||||
§ |
Represents an amount less than $0.5 million. |
Six months ended June 30, 2025 |
||||||||||||||||||||
United States |
Europe |
International Markets |
Other Activities |
Total |
||||||||||||||||
(U.S.$ in millions) |
||||||||||||||||||||
| Sale of goods |
3,270 | 2,473 | 1,023 | 265 | 7,031 | |||||||||||||||
| Licensing arrangements |
50 | 16 | 16 | § | 82 | |||||||||||||||
| Distribution |
— | § | 22 | 738 | 760 | |||||||||||||||
| Other |
2 | 2 | 17 | 173 | 194 | |||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|||||||||||
$ |
3,322 |
$ |
2,492 |
$ |
1,077 |
$ |
1,176 |
$ |
8,067 |
|||||||||||
| |
|
|
|
|
|
|
|
|
|
|||||||||||
§ |
Represents an amount less than $0.5 million. |
Sales Reserves and Allowances |
||||||||||||||||||||||||||||||||
Reserves included in Accounts Receivable, net |
Rebates |
Medicaid and other governmental allowances |
Chargebacks |
Returns |
Other |
Total reserves included in Sales Reserves and Allowances |
Total |
|||||||||||||||||||||||||
(U.S.$ in millions) |
||||||||||||||||||||||||||||||||
| Balance at January 1, 2025 |
$ | 56 | $ | 1,674 | $ | 561 | $ | 936 | $ | 399 | $ | 108 | $ | 3,678 | $ | 3,734 | ||||||||||||||||
| Provisions related to sales made in current year period |
203 | 2,520 | 486 | 4,034 | 143 | 73 | 7,256 | 7,459 | ||||||||||||||||||||||||
| Provisions related to sales made in prior periods |
— | (46 | ) | 30 | (28 | ) | (1 | ) | (7 | ) | (52 | ) | (52 | ) | ||||||||||||||||||
| Credits and payments |
(194 | ) | (2,363 | ) | (468 | ) | (3,962 | ) | (112 | ) | (48 | ) | (6,953 | ) | (7,147 | ) | ||||||||||||||||
| Translation differences |
— | 64 | 17 | 18 | 5 | 17 | 121 | 121 | ||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| Balance at June 30, 2025 |
$ | 65 | $ | 1,849 | $ | 626 | $ | 998 | $ | 434 | $ | 143 | $ | 4,050 | $ | 4,115 | ||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
June 30, |
December 31, |
|||||||
2026 |
2025 |
|||||||
(U.S. $ in millions) |
||||||||
| Finished products |
$ | 1,843 | $ | 1,904 | ||||
| Raw and packaging materials |
751 | 745 | ||||||
| Products in process |
423 | 364 | ||||||
| Materials in transit and payments on account |
204 | 166 | ||||||
| |
|
|
|
|||||
| $ | 3,221 | $ | 3,179 | |||||
| |
|
|
|
|||||
Gross carrying amount net of impairment |
Accumulated amortization |
Net carrying amount |
||||||||||||||||||||||
June 30, |
December 31, |
June 30, |
December 31, |
June 30, |
December 31, |
|||||||||||||||||||
2026 |
2025 |
2026 |
2025 |
2026 |
2025 |
|||||||||||||||||||
(U.S. $ in millions) |
||||||||||||||||||||||||
| Product rights |
$ | 16,140 | $ | 16,308 | $ | 13,120 | $ | 12,990 | $ | 3,020 | $ | 3,318 | ||||||||||||
| Trade names |
591 | 597 | 356 | 340 | 235 | 257 | ||||||||||||||||||
| In process research and development |
192 | 206 | — | — | 192 | 206 | ||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Total |
$ | 16,923 | $ | 17,111 | $ | 13,476 | $ | 13,330 | $ | 3,447 | $ | 3,781 | ||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| (a) | Identifiable product rights of $153 million due to: (i) $87 million mainly related to a change in Teva’s commercial plan regarding certain products as part of its optimization efforts, mainly in the U.S., and (ii) $66 million mainly related to updated market assumptions regarding price and volume of products in Europe; and |
| (b) | IPR&D assets of $10 million, mainly related to generic pipeline products resulting from development progress and changes in other key valuation indications mainly in the U.S. (e.g., market size, competition assumptions, legal landscape and launch date). |
United States |
Europe |
International Markets |
Other Activities |
Total |
||||||||||||||||
(U.S. $ in millions) |
||||||||||||||||||||
Balance as of December 31, 2025 (1) |
$ | 5,732 | $ |
8,812 | $ | 1,166 | $ | 292 | $ | 16,000 | ||||||||||
Goodwill allocation related to the shift of Anda to Other Activities |
(184 | ) | 184 | |||||||||||||||||
Balance as of January 1, 2026 |
$ | 5,548 | $ |
8,812 | $ | 1,166 | $ | 476 | $ | 16,000 | ||||||||||
Other changes during the period: |
||||||||||||||||||||
Translation differences and other |
— | (184 | ) | 36 | (13 | ) | (161 | ) | ||||||||||||
Balance as of June 30, 2026 (1) |
$ | 5,548 | $ |
8,628 | $ | 1,202 | $ | 463 | $ | 15,839 | ||||||||||
| (1) | Cumulative goodwill impairment as of June 30, 2026 and December 31, 2025, was approximately $29.6 billion in both periods. |
a. |
Short-term debt: |
Weighted average interest rate as of December 31, 2025 |
Maturity |
June 30, 2026 |
December 31, 2025 |
|||||||||||||
(U.S. $ in millions) |
||||||||||||||||
Convertible debentures (1) |
0.25 | % | 2026 | $ | — | $ | 23 | |||||||||
Current maturities of long-term liabilities |
4,500 | 1,798 | ||||||||||||||
Total short-term debt |
$ |
4,500 | $ | 1,820 | ||||||||||||
| (1) | In February 2026, Teva repaid $23 million of the 0.25% convertible senior debentures at maturity. |
b. |
Long-term debt: |
Interest rate as of June 30, 2026 |
Maturity |
June 30, 2026 |
December 31, 2025 |
|||||||||||||
(U.S. $ in millions) |
||||||||||||||||
Senior notes USD 3,500 million |
3.15 | % | 2026 | 1,798 | 1,798 | |||||||||||
Senior notes EUR 700 million |
1.88 | % | 2027 | 798 | 823 | |||||||||||
Sustainability-linked senior notes USD 1,000 million (1) |
4.75 | % | 2027 | 649 | 649 | |||||||||||
Sustainability-linked senior notes EUR 1,100 million (1) |
3.75 | % | 2027 | 1,255 | 1,292 | |||||||||||
Senior notes USD 1,250 million |
6.75 | % | 2028 | 1,250 | 1,250 | |||||||||||
Senior notes EUR 750 million |
1.63 | % | 2028 | 856 | 880 | |||||||||||
Sustainability-linked senior notes USD 1,000 million ( 1 ) |
5.13 | % | 2029 | 1,000 | 1,000 | |||||||||||
Sustainability-linked senior notes USD 600 million ( 1 ) |
7.88 | % | 2029 | 398 | 398 | |||||||||||
Sustainability-linked senior notes EUR 800 million ( 1 |
7.38 | % | 2029 | 758 | 779 | |||||||||||
Sustainability-linked senior notes EUR 1,500 million ( 1 ) |
4.38 | % | 2030 | 1,714 | 1,762 | |||||||||||
Senior notes USD 700 million |
5.75 | % | 2030 | 696 | 696 | |||||||||||
Sustainability-linked senior notes USD 500 million ( 1 ) |
8.13 | % | 2031 | 500 | 500 | |||||||||||
Sustainability-linked senior notes EUR 500 million ( 1 ) |
7.88 | % | 2031 | 572 | 587 | |||||||||||
Senior notes EUR 1,000 million |
4.13 | % | 2031 | 1,138 | 1,168 | |||||||||||
Senior notes USD 500 million |
6.00 | % | 2032 | 496 | 496 | |||||||||||
Senior notes USD 789 million |
6.15 | % | 2036 | 784 | 784 | |||||||||||
Senior notes USD 2,000 million |
4.10 | % | 2046 | 1,988 | 1,988 | |||||||||||
Total senior notes |
16,650 | 16,850 | ||||||||||||||
Less current maturities |
(4,500 | ) | (1,798 | ) | ||||||||||||
Less debt issuance costs |
(58 | ) | (66 | ) | ||||||||||||
Total senior notes and loans |
$ | 12,092 | $ | 14,986 | ||||||||||||
(1) |
The Company achieved all sustainability performance targets applicable to its sustainability-linked senior notes by the respective target dates. Therefore, no one-time premium or increased interest rate payments will become payable in respect of these notes. |
a. |
Foreign exchange risk management: |
b. |
Interest risk management: |
c. |
Derivative instruments outstanding: |
Fair value |
Fair value |
|||||||||||||||
Designated as hedging instruments |
Not designated as hedging instruments |
|||||||||||||||
June 30, 2026 |
December 31, 2025 |
June 30, 2026 |
December 31, 2025 |
|||||||||||||
Reported under |
(U.S. $ in millions) |
(U.S. $ in millions) |
||||||||||||||
Asset derivatives: |
||||||||||||||||
Other current assets: |
||||||||||||||||
Option and forward contracts |
$ | — | $ | — | $ | 99 | $ | 86 | ||||||||
Liability derivatives: |
||||||||||||||||
Other current liabilities: |
||||||||||||||||
Option and forward contracts |
— | — | (60 | ) | (38 | ) | ||||||||||
Other non-current liabilities: |
||||||||||||||||
Cross-currency interest rate swap-cash flow hedge (1) |
(20 | ) | (19 | ) | — | — | ||||||||||
Financial expenses, net |
Other comprehensive income (loss) |
|||||||||||||||
Three months ended, |
Three months ended, |
|||||||||||||||
June 30, 2026 |
June 30, 2025 |
June 30, 2026 |
June 30, 2025 |
|||||||||||||
Reported under |
(U.S. $ in millions) |
|||||||||||||||
Line items in which effects of hedges are recorded |
$ | 224 | $ | 252 | $ | 47 | $ | 244 | ||||||||
Cross-currency interest rate swap - cash flow hedge (1) |
(9 | ) | 17 | 7 | 1 | |||||||||||
Financial expenses, net |
Other comprehensive income (loss) |
|||||||||||||||
Six months ended, |
Six months ended, |
|||||||||||||||
June 30, 2026 |
June 30, 2025 |
June 30, 2026 |
June 30, 2025 |
|||||||||||||
Reported under |
(U.S. $ in millions) |
|||||||||||||||
Line items in which effects of hedges are recorded |
$ | 440 | $ | 477 | $ | (74 | ) | $ | 744 | |||||||
Cross-currency interest rate swap - cash flow hedge (1) |
(19 | ) | 17 | 8 | 1 | |||||||||||
Financial expenses, net |
Net revenues |
|||||||||||||||
Three months ended, |
Three months ended, |
|||||||||||||||
June 30, 2026 |
June 30, 2025 |
June 30, 2026 |
June 30, 2025 |
|||||||||||||
| Reported under |
(U.S. $ in millions) |
|||||||||||||||
| Line items in which effects of hedges are recorded |
$ | 224 | $ | 252 | $ | (4,142 | ) | $ | (4,176 | ) | ||||||
| Option and forward contracts (2) |
(31 | ) | (58 | ) | — | — | ||||||||||
| Option and forward contracts economic hedge (3) |
— | — | 8 | 32 | ||||||||||||
Financial expenses, net |
Net revenues |
|||||||||||||||
Six months ended, |
Six months ended, |
|||||||||||||||
June 30, 2026 |
June 30, 2025 |
June 30, 2026 |
June 30, 2025 |
|||||||||||||
Reported under |
(U.S. $ in millions) |
|||||||||||||||
| Line items in which effects of hedges are recorded |
$ | 440 | $ | 477 | $ | (8,124 | ) | $ | (8,067 | ) | ||||||
| Option and forward contracts (2) |
(19 | ) | 4 | — | — | |||||||||||
| Option and forward contracts economic hedge (3) |
— | — | (3 | ) | 60 | |||||||||||
| (1) | In May 2025, Teva entered into a $500 million notional amount of fixed to fixed cross-currency interest rate swaps relating to its 5.75% senior notes due 2030 to hedge the foreign currency exchange risk of future principal and interest payments associated with the USD denominated notes. The cross-currency swaps synthetically convert part of the USD debt into CHF, aligning debt servicing costs with Teva’s inflows and reducing economic volatility. These swaps have been designated as cash flow hedges and the gain or loss on these swaps will be reported as a component of other comprehensive income and reclassified into earnings in each period during which the swaps affect earnings in the same line item associated with the USD denominated bonds. |
| (2) | Teva uses foreign exchange contracts (mainly option and forward contracts) to hedge balance sheet items from currency exposure. These foreign exchange contracts are not designated as hedging instruments for accounting purposes. In connection with these foreign exchange contracts, Teva recognizes gains or losses that offset the revaluation of the balance sheet items also recorded under financial expenses, net. |
(3) |
Teva entered into option and forward contracts designed to limit the exposure of foreign exchange fluctuations on projected revenues and expenses recorded in euro, Swiss franc, British pound, Russian ruble, Canadian dollar, Polish złoty, new Israeli shekel, Indian rupee and some other currencies to protect its projected operating results in 2026. These derivative instruments do not meet the criteria for hedge accounting, however, they are accounted for as an economic hedge. These derivative instruments, which may include hedging transactions of 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. Changes in the fair value of the derivative instruments are recognized in the same line item in the statements of income as the underlying exposure being hedged. Cash flows associated with these derivatives are reflected as cash flows from operating activities in the consolidated statements of cash flows. |
d. |
Amortizations due to terminated derivative instruments: |
e. |
Securitization: |
f. |
Supplier Finance Program Obligation |
Three months ended |
Six months ended |
|||||||||||||||
June 30, |
June 30, |
|||||||||||||||
2026 |
2025 |
2026 |
2025 |
|||||||||||||
(U.S. $ in millions) |
(U.S. $ in millions) |
|||||||||||||||
| * |
$ | 91 | $ | 58 | $ | 92 | $ | 14 | ||||||||
| Contingent consideration |
17 | 19 | 22 | 30 | ||||||||||||
| Restructuring |
38 | 154 | 63 | 168 | ||||||||||||
| Other |
§ | 1 | (4 | ) | (1 | ) | ||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Total |
$ | 147 | $ | 232 | $ | 173 | $ | 210 | ||||||||
| |
|
|
|
|
|
|
|
|||||||||
| * | Including impairments related to exit and disposal activities. |
| § | Represents an amount less than $0.5 million. |
Three months ended June 30, |
||||||||
2026 |
2025 |
|||||||
(U.S. $ in millions) |
||||||||
| Restructuring |
||||||||
| Employee termination |
$ | 37 | $ | 151 | ||||
| Other |
1 | 3 | ||||||
| |
|
|
|
|||||
| Total |
$ | 38 | $ | 154 | ||||
| |
|
|
|
|||||
Six months ended June 30, |
||||||||
2026 |
2025 |
|||||||
(U.S. $ in millions) |
||||||||
| Restructuring |
||||||||
| Employee termination |
$ | 59 | $ | 163 | ||||
| Other |
4 | 5 | ||||||
| |
|
|
|
|||||
| Total |
$ | 63 | $ | 168 | ||||
| |
|
|
|
|||||
Employee termination costs |
Other |
Total |
||||||||||
(U.S. $ in millions) |
||||||||||||
| Balance as of January 1, 2026 |
$ | (124 | ) | $ | (14 | ) | $ | (138 | ) | |||
| Provision |
(59 | ) | (4 | ) | (63 | ) | ||||||
| Utilization and other* |
86 | 4 | 90 | |||||||||
| |
|
|
|
|
|
|||||||
| Balance as of June 30, 2026 |
$ | (97 | ) | $ | (14 | ) | $ | (111 | ) | |||
| |
|
|
|
|
|
|||||||
Employee termination costs |
Other |
Total |
||||||||||
(U.S. $ in millions) |
||||||||||||
Balance as of January 1, 2025 |
$ | (55 | ) | $ | (13 | ) | $ | (68 | ) | |||
Provision |
(163 | ) | (5 | ) | (168 | ) | ||||||
Utilization and other* |
50 | 4 | 54 | |||||||||
Balance as of June 30, 2025 |
$ | (168 | ) | $ | (14 | ) | $ | (182 | ) | |||
* |
Includes adjustments for foreign currency translation. |
Three Months Ended |
Six Months Ended |
|||||||||||||||
June 30, |
June 30, |
|||||||||||||||
(U.S. $ in millions except share and per share data) |
||||||||||||||||
2026 |
2025 |
2026 |
2025 |
|||||||||||||
Basic earnings (loss) attributable to Teva’s ordinary shareholders (numerator): |
||||||||||||||||
Net income (loss) attributable to Teva’s ordinary shareholders |
$ | (576 | ) | $ | 282 | $ | (207 | ) | $ | 497 | ||||||
Shares (denominator): |
||||||||||||||||
Weighted average shares outstanding |
1,165 | 1,147 | 1,160 | 1,142 | ||||||||||||
Basic earnings (loss) attributable to Teva’s ordinary shareholders |
$ | (0.49 | ) |
$ | 0.25 | |
$ | (0.18 | ) | $ | 0.43 | |||||
Diluted earnings (loss) attributable to Teva’s ordinary shareholders (numerator): |
||||||||||||||||
Net income (loss) attributable to Teva’s ordinary shareholders |
$ | (576 | ) | $ | 282 | $ | (207 | ) | $ | 497 | ||||||
Shares (denominator): |
||||||||||||||||
Weighted average shares outstanding |
1,165 | 1,147 | 1,160 | 1,142 | ||||||||||||
Diluted effect of stock options, RSUs and PSUs |
— | 14 | — | 17 | ||||||||||||
Total dilutive shares outstanding |
1,165 | 1,161 | 1,160 | 1,159 | ||||||||||||
Diluted earnings (loss) attributable to Teva’s ordinary shareholders |
$ | (0.49 | ) | $ | 0.24 | $ | (0.18 | ) |
$ | 0.43 | ||||||
Net Unrealized Gains (Losses) |
Benefit Plans |
|||||||||||||||
Foreign currency translation adjustments |
Derivative financial instruments |
Actuarial gains (losses) and prior service (costs) credits |
Total |
|||||||||||||
(U.S. $ in millions) |
||||||||||||||||
| Balance as of December 31, 2025, net of taxes |
$ | (2,152 | ) | $ | (199 | ) | $ | (39 | ) | $ | (2,391 | ) | ||||
| |
|
|
|
|
|
|
|
|||||||||
| Other comprehensive income (loss) before reclassifications |
(58 | ) | (12 | ) | — | (70 | ) | |||||||||
| Amounts reclassified to the statements of income |
— | 10 | (1 | ) | 9 | |||||||||||
| Release of cumulative translation adjustments |
(6 | ) | — | — | (6 | ) | ||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Net other comprehensive income (loss) before tax |
(64 | ) | (2 | ) | (1 | ) | (67 | ) | ||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Corresponding income tax |
(7 | ) | — | — | (7 | ) | ||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Net other comprehensive income (loss) after tax |
(71 | ) | (2 | ) | (1 | ) | (74 | ) | ||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Balance as of June 30, 2026, net of taxes |
$ | (2,223 | ) | $ | (201 | ) | $ | (40 | ) | $ | (2,465 | ) | ||||
| |
|
|
|
|
|
|
|
|||||||||
Net Unrealized Gains (Losses) |
Benefit Plans |
|||||||||||||||
Foreign currency translation adjustments |
Derivative financial instruments |
Actuarial gains (losses) and prior service (costs) credits |
Total |
|||||||||||||
(U.S. $ in millions) |
||||||||||||||||
| Balance as of December 31, 2024, net of taxes |
$ | (2,857 | ) | $ | (238 | ) | $ | (52 | ) | $ | (3,148 | ) | ||||
| |
|
|
|
|
|
|
|
|||||||||
| Other comprehensive income (loss) before reclassifications |
558 | — | — | 558 | ||||||||||||
| Amounts reclassified to the statements of income |
— | 24 | (1 | ) | 23 | |||||||||||
| Release of cumulative translation adjustments** |
181 | — | — | 181 | ||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Net other comprehensive income (loss) before tax |
739 | 24 | (1 | ) | 762 | |||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Corresponding income tax |
45 | — | — | 45 | ||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Net other comprehensive income (loss) after tax* |
694 | 24 | (1 | ) | 717 | |||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Balance as of June 30, 2025, net of taxes |
$ | (2,163 | ) | $ | (214 | ) | $ | (53 | ) | $ | (2,431 | ) | ||||
| |
|
|
|
|
|
|
|
|||||||||
| * | Amounts do not include a $27 million gain from foreign currency translation adjustments attributable to redeemable and non-redeemable non-controlling interests. |
| ** | In connection with the sale of Teva’s business venture in Japan. |
| (a) | United States segment. |
| (b) | Europe segment, which includes the European Union, the United Kingdom and certain other European countries. |
| (c) | International Markets segment, which includes all countries other than the United States and countries included in the Europe segment. |
a. |
Segment information: |
Three months ended June 30, |
||||||||||||
2026 |
||||||||||||
United States |
Europe |
International Markets |
||||||||||
(U.S. $ in millions) |
||||||||||||
| Revenues |
$ | 1,702 | $ | 1,263 | $ | 550 | ||||||
| Cost of sales |
499 | 559 | 266 | |||||||||
| R&D expenses** |
883 | 52 | 26 | |||||||||
| S&M expenses |
294 | 222 | 128 | |||||||||
| G&A expenses |
107 | 66 | 38 | |||||||||
| Other |
(5 | ) | (3 | ) | (8 | ) | ||||||
| |
|
|
|
|
|
|||||||
| Segment profit* |
$ | (76 | ) | $ | 367 | $ | 99 | |||||
| |
|
|
|
|
|
|||||||
| * | Segment profit includes depreciation expenses of $36 million in the United States, $33 million in Europe and $17 million in International Markets. |
** |
Mainly related to the acquisition of Emalex and its primary asset ecopipam (EBS-101) in the United States segment. See ‘Emalex Biosciences’ included in note 2. |
Three months ended June 30, |
||||||||||||
2025 |
||||||||||||
United States |
Europe |
International Markets |
||||||||||
(U.S. $ in millions) |
||||||||||||
| Revenues |
$ | 1,786 | $ | 1,298 | $ | 495 | ||||||
| Cost of sales |
574 | 581 | 251 | |||||||||
| R&D expenses |
152 | 59 | 24 | |||||||||
| S&M expenses |
250 | 228 | 114 | |||||||||
| G&A expenses |
111 | 66 | 32 | |||||||||
| Other |
§ | § | (1 | ) | ||||||||
| |
|
|
|
|
|
|||||||
| Segment profit* |
$ | 699 | $ | 364 | $ | 74 | ||||||
| |
|
|
|
|
|
|||||||
| * | Segment profit includes depreciation expenses of $37 million in the United States, $31 million in Europe and $18 million in International Markets. |
§ |
Represents an amount less than $0.5 million. |
Six months ended June 30, |
||||||||||||
2026 |
||||||||||||
United States |
Europe |
International Markets |
||||||||||
(U.S. $ in millions) |
||||||||||||
| Revenues |
$ | 3,236 | $ | 2,603 | $ | 1,074 | ||||||
| Cost of sales |
995 | 1,165 | 547 | |||||||||
| R&D expenses** |
1,030 | 97 | 49 | |||||||||
| S&M expenses |
593 | 437 | 245 | |||||||||
| G&A expenses |
197 | 139 | 77 | |||||||||
| Other |
(9 | ) | (3 | ) | (7 | ) | ||||||
| |
|
|
|
|
|
|||||||
| Segment profit* |
$ | 431 | $ | 768 | $ | 164 | ||||||
| |
|
|
|
|
|
|||||||
| * | Segment profit includes depreciation expenses of $72 million in the United States, $65 million in Europe and $35 million in International Markets. |
** |
Mainly related to the acquisition of Emalex and its primary asset ecopipam (EBS-101) in the United States segment. See ‘Emalex Biosciences’ included in note 2. |
Six months ended June 30, |
||||||||||||
2025 |
||||||||||||
United States |
Europe |
International Markets |
||||||||||
(U.S. $ in millions) |
||||||||||||
| Revenues |
$ | 3,322 | $ | 2,492 | $ | 1,077 | ||||||
| Cost of sales |
1,097 | 1,117 | 556 | |||||||||
| R&D expenses |
306 | 120 | 49 | |||||||||
| S&M expenses |
493 | 427 | 232 | |||||||||
| G&A expenses |
206 | 135 | 72 | |||||||||
| Other |
3 | § | (2 | ) | ||||||||
| |
|
|
|
|
|
|||||||
| Segment profit* |
$ | 1,216 | $ | 693 | $ | 171 | ||||||
| |
|
|
|
|
|
|||||||
| * | Segment profit includes depreciation expenses of $73 million in the United States, $61 million in Europe and $35 million in International Markets. |
§ |
Represents an amount less than $0.5 million. |
Three months ended |
Six months ended |
|||||||||||||||
June 30, |
June 30, |
|||||||||||||||
2026 |
2025 |
2026 |
2025 |
|||||||||||||
(U.S. $ in millions) |
(U.S. $ in millions) |
|||||||||||||||
| United States profit (loss) |
$ | (76 | ) | $ | 699 | $ | 431 | $ | 1,216 | |||||||
| Europe profit |
367 | 364 | 768 | 693 | ||||||||||||
| International Markets profit |
99 | 74 | 164 | 171 | ||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Total reportable segments profit |
391 | 1,136 | 1,363 | 2,080 | ||||||||||||
| Profit (loss) of Other Activities |
(16 | ) | (3 | ) | (32 | ) | (1 | ) | ||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Amounts not allocated to segments: |
||||||||||||||||
| Amortization |
139 | 148 | 276 | 292 | ||||||||||||
| Other assets impairments, restructuring and other items |
147 | 232 | 173 | 210 | ||||||||||||
| Intangible assets impairments |
22 | 42 | 30 | 163 | ||||||||||||
| Legal settlements and loss contingencies |
230 | 166 | 302 | 249 | ||||||||||||
| Other unallocated amounts |
68 | 91 | 128 | 190 | ||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Consolidated operating income (loss) |
(231 | ) | 455 | 421 | 975 | |||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Financial expenses, net |
224 | 252 | 440 | 477 | ||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Consolidated income (loss) before income taxes |
$ | (455 | ) | $ | 203 | $ | (18 | ) | $ | 497 | ||||||
| |
|
|
|
|
|
|
|
|||||||||
b. |
Segment revenues by major products and activities: |
United States |
Three months ended June 30, |
|||||||
2026 |
2025 |
|||||||
(U.S. $ in millions) |
||||||||
| Generic products (including biosimilars) |
$ | 660 | $ | 961 | ||||
| AJOVY ® |
116 | 63 | ||||||
| AUSTEDO |
676 | 495 | ||||||
| BENDEKA ® and TREANDA® |
28 | 40 | ||||||
| COPAXONE |
61 | 62 | ||||||
| UZEDY |
77 | 54 | ||||||
| Other |
84 | 111 | ||||||
| |
|
|
|
|||||
| Total |
$ | 1,702 | $ | 1,786 | ||||
| |
|
|
|
|||||
| United States | Six months ended June 30, |
|||||||
2026 |
2025 |
|||||||
(U.S. $ in millions) |
||||||||
| Generic products (including biosimilars) |
$ | 1,272 | $ | 1,809 | ||||
| AJOVY |
203 | 117 | ||||||
| AUSTEDO |
1,236 | 891 | ||||||
| BENDEKA and TREANDA |
55 | 76 | ||||||
| COPAXONE |
124 | 116 | ||||||
| UZEDY |
140 | 93 | ||||||
| Other |
206 | 220 | ||||||
| |
|
|
|
|||||
| Total |
$ | 3,236 | $ | 3,322 | ||||
| |
|
|
|
|||||
| Europe | Three months ended June 30, |
|||||||
2026 |
2025 |
|||||||
(U.S. $ in millions) |
||||||||
| Generic products (including OTC and biosimilars) |
$ | 1,024 | $ | 1,040 | ||||
| AJOVY |
78 | 71 | ||||||
| COPAXONE |
49 | 50 | ||||||
| Respiratory products |
58 | 55 | ||||||
| Other* |
54 | 81 | ||||||
| |
|
|
|
|||||
| Total |
$ | 1,263 | $ | 1,298 | ||||
| |
|
|
|
|||||
| * | Other revenues in the second quarter of 2025 include the sale of certain product rights. |
| Europe | Six months ended June 30, |
|||||||
2026 |
2025 |
|||||||
(U.S. $ in millions) |
||||||||
| Generic products (including OTC and biosimilars) |
$ |
2,113 |
$ |
2,029 |
||||
| AJOVY |
154 | 129 | ||||||
| COPAXONE |
89 | 92 | ||||||
| Respiratory products |
117 | 110 | ||||||
| Other* |
130 | 132 | ||||||
| |
|
|
|
|||||
| Total |
$ |
2,603 |
$ |
2,492 |
||||
| |
|
|
|
|||||
| * | Other revenues in the first six months of 2026 and 2025 include the sale of certain product rights. |
International markets |
Three months ended June 30, |
|||||||
2026 |
2025 |
|||||||
(U.S. $ in millions) |
||||||||
| Generic products (including OTC and biosimilars) |
$ | 419 | $ | 410 | ||||
| AJOVY |
49 | 20 | ||||||
| AUSTEDO |
20 | 3 | ||||||
| COPAXONE |
8 | 7 | ||||||
| Other* |
55 | 55 | ||||||
| |
|
|
|
|||||
| Total |
$ | 550 | $ | 495 | ||||
| |
|
|
|
|||||
| * | Other revenues in the second quarter of 2025 include the sale of certain product rights. |
International markets |
Six months ended June 30, |
|||||||
2026 |
2025 |
|||||||
(U.S. $ in millions) |
||||||||
| Generic products (including OTC and biosimilars) |
$ | 805 | $ | 878 | ||||
| AJOVY |
83 | 48 | ||||||
| AUSTEDO |
39 | 18 | ||||||
| COPAXONE |
13 | 17 | ||||||
| Other* |
134 | 116 | ||||||
| |
|
|
|
|||||
| Total |
$ | 1,074 | $ | 1,077 | ||||
| |
|
|
|
|||||
| * | Other revenues in the first six months of 2026 and 2025 include the sale of certain product rights. |
June 30, 2026 |
||||||||||||||||
Level 1 |
Level 2 |
Level 3 |
Total |
|||||||||||||
(U.S. $ in millions) |
||||||||||||||||
| Cash and cash equivalents: |
||||||||||||||||
| Money markets |
$ | 2,710 | $ | — | $ | — | $ | 2,710 | ||||||||
| Cash, deposits and other |
945 | — | — | 945 | ||||||||||||
| Investment in securities: |
||||||||||||||||
| Equity securities |
17 | — | — | 17 | ||||||||||||
| Other |
4 | — | — | 4 | ||||||||||||
| Derivatives: |
||||||||||||||||
| Asset derivatives: |
||||||||||||||||
| Options and forward contracts |
— | 99 | — | 99 | ||||||||||||
| Liability derivatives: |
||||||||||||||||
| Options and forward contracts |
— | (60 | ) | — | (60 | ) | ||||||||||
| Cross currency interest rate swap |
— | (20 | ) | — | (20 | ) | ||||||||||
| Contingent consideration* |
— | — | (49 | ) | (49 | ) | ||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Total |
$ | 3,676 | $ | 19 | $ | (49 | ) | $ | 3,646 | |||||||
| |
|
|
|
|
|
|
|
|||||||||
December 31, 2025 |
||||||||||||||||
Level 1 |
Level 2 |
Level 3 |
Total |
|||||||||||||
(U.S. $ in millions) |
||||||||||||||||
| Cash and cash equivalents: |
||||||||||||||||
| Money markets |
$ | 2,678 | $ | — | $ | — | $ | 2,678 | ||||||||
| Cash, deposits and other |
878 | — | — | 878 | ||||||||||||
| Investment in securities: |
||||||||||||||||
| Equity securities |
16 | — | — | 16 | ||||||||||||
| Other |
3 | — | — | 3 | ||||||||||||
| Derivatives: |
||||||||||||||||
| Asset derivatives: |
||||||||||||||||
| Options and forward contracts |
— | 86 | — | 86 | ||||||||||||
| Liability derivatives: |
||||||||||||||||
| Options and forward contracts |
— | (38 | ) | — | (38 | ) | ||||||||||
| Cross currency interest rate swap |
— | (19 | ) | — | (19 | ) | ||||||||||
| Contingent consideration* |
— | — | (51 | ) | (51 | ) | ||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Total |
$ | 3,575 | $ | 29 | $ | (51 | ) | $ | 3,553 | |||||||
| |
|
|
|
|
|
|
|
|||||||||
| * | Contingent consideration represents liabilities recorded at fair value in connection with acquisitions. |
Six months ended June 30, 2026 |
Six months ended June 30, 2025 |
|||||||
(U.S. $ in millions) |
||||||||
| Fair value at the beginning of the period |
$ | (51 | ) | $ | (401 | ) | ||
| Adjustments to provisions for contingent consideration: |
||||||||
| Allergan transaction |
— | (21 | ) | |||||
| Eagle transaction |
(18 | ) | (8 | ) | ||||
| Novetide transaction |
(1 | ) | (1 | ) | ||||
| Settlement of contingent consideration: |
||||||||
| Allergan transaction |
— | 103 | ||||||
| Eagle transaction |
19 | 23 | ||||||
| Novetide transaction |
2 | 2 | ||||||
| |
|
|
|
|||||
| Fair value at the end of the period |
$ | (49 | ) | $ | (303 | ) | ||
| |
|
|
|
|||||
Estimated fair value* |
||||||||
June 30, 2026 |
December 31, 2025 |
|||||||
(U.S. $ in millions) |
||||||||
| Senior notes and sustainability-linked senior notes included under senior notes and loans |
$ | 12,094 | $ | 15,128 | ||||
| Senior notes and convertible senior debentures included under short-term debt |
4,492 | 1,801 | ||||||
| |
|
|
|
|||||
| Total |
$ | 16,586 | $ | 16,929 | ||||
| |
|
|
|
|||||
| * | The fair value was estimated based on quoted market prices. |
| ITEM 2. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
Business Overview
We are a biopharmaceutical company, enabled by a world-class generics business. For over 120 years, our commitment to bettering health has never wavered. From innovating in the fields of neuroscience and immunology to providing complex generic medicines, biosimilars and pharmacy brands worldwide, we are dedicated to addressing patients’ needs, now and in the future.
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. Each business segment manages our entire product portfolio in its region, including generics, which includes biosimilars and OTC products, as well as innovative medicines. This structure enables strong alignment and integration between operations, commercial regions, R&D and our global marketing and portfolio function, optimizing our product lifecycle across therapeutic areas.
In addition to these three segments, our other sources of revenues included in “Other Activities” below, consisting primarily of our distribution business in the U.S. through Anda, the sale of APIs to third parties, an out-licensing platform offering a portfolio of products to other pharmaceutical companies through our affiliate Medis and certain contract manufacturing services. For additional segment information, see note 15 to our consolidated financial statements.
Pivot to Growth Strategy
In the second quarter of 2026, we continued to execute on the four key pillars of our “Pivot to Growth” strategy, announced in May 2023, which entered into its “Accelerate Growth” phase in 2025. During this phase, we expect to 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. Under Teva’s Transformation programs announced on May 7, 2025, we expect to achieve such cost savings through a variety of initiatives, including examining practices and efficiencies in methods of working, reduction in headcount and optimizing external spend in the following years.
Emalex Biosciences Acquisition
In April 2026, Teva entered into a definitive agreement to acquire all outstanding shares of Emalex Biosciences (“Emalex”), including its primary asset, ecopipam (EBS-101), which has completed Phase 3 for the treatment of Tourette syndrome in a pediatric population. On June 10, 2026, Teva completed the acquisition of Emalex, and paid approximately $700 million to Emalex’s former shareholders. Emalex’s former shareholders and other third parties may be eligible to receive additional milestone payments of up to $200 million and $125 million, respectively, as well as royalties on global net-sales of ecopipam (EBS-101), upon commercialization and subject to regulatory approval. On June 18, 2026, Teva submitted an NDA to the FDA for ecopipam (EBS-101), supported by results from the Phase 3 trial.
The acquisition was accounted for as an ‘asset acquisition’ as it did not meet the definition of a ‘business,’ since substantially all of the fair value of the gross assets acquired was concentrated in an IPR&D asset, under ASC 805, Business Combinations. See ‘Emalex Biosciences’ included in note 2 to our consolidated financial statements.
Macroeconomic and Geopolitical Environment
The ongoing war involving Iran has contributed to increased uncertainty and volatility in global economic conditions. The conflict has affected financial markets, foreign exchange rates and energy prices, and has disrupted international trade routes, supply chains and logistics. In particular, the conflict has disrupted critical global logistics corridors, maritime shipping routes, and air cargo hubs, including those used for the transportation of pharmaceutical products and key inputs. In some cases, such disruptions have resulted in and may continue to result in delays in our production and distribution processes, impacting product availability and our ability to timely respond to consumer demand. Although we have taken measures to mitigate and offset these impacts, the situation remains fluid and the broader economic consequences of the conflict are difficult to predict. Given our global operations, including personnel and several manufacturing and R&D facilities in Israel, as well as our exposure to international markets, continued instability in the region could adversely impact our business operations and financial condition. As of the date of this Quarterly report on Form 10-Q, the impact of this conflict on our results of operations and financial condition was immaterial.
53
Moreover, recent U.S. tariffs imposed, or threatened to be imposed, on materials and products from countries where we do business may impact our business. Any responsive or reciprocal actions taken by such countries, as well as heightened sanctions regimes and trade restrictions arising from geopolitical conflicts, as discussed above, could impact our costs and global operations. The countries subject to tariffs or other trade restrictions, and the tariff rate imposed on each country or scope of applicable restrictions, is dynamic. We continue to monitor and assess the potential impact on our supply chain and global operations, which could be material, and to pursue mitigation strategies for such potential impact, including on certain innovative products manufactured outside of the U.S., some of which are already subject to bilateral trade agreements.
Highlights
Significant highlights in the second quarter of 2026 included:
| • | Revenues in the second quarter of 2026 were $4,142 million, a decrease of 1% in U.S. dollars, or 3% in local currency terms compared to the second quarter of 2025. This decrease was mainly due to lower revenues from generic products, primarily lenalidomide capsules (a generic version of Revlimid®) in our U.S. segment, partially offset by higher revenues from our key innovative products, primarily AUSTEDO and AJOVY. |
| • | Our United States segment generated revenues of $1,702 million, a decrease of 5% compared to the second quarter of 2025. Loss from our U.S. segment in the second quarter of 2026 was $76 million compared to a profit of $699 million in the second quarter of 2025. |
| • | Our Europe segment generated revenues of $1,263 million and segment profit of $367 million in the second quarter of 2026. Revenues decreased by 3% in U.S. dollars, or 8% in local currency terms, compared to the second quarter of 2025. Segment profit increased by 1% compared to the second quarter of 2025. |
| • | Our International Markets segment generated revenues of $550 million and segment profit of $99 million in the second quarter of 2026. Revenues increased by 11% in U.S. dollars, or 7% in local currency terms, compared to the second quarter of 2025. Segment profit increased by 34% compared to the second quarter of 2025. |
| • | Our revenues from Other Activities in the second quarter of 2026 were $627 million, an increase of 5% in both U.S. dollars and local currency terms compared to the second quarter of 2025. |
| • | Exchange rate movements during the second quarter of 2026, including hedging effects, positively impacted revenues by $85 million, compared to the second quarter of 2025. |
| • | Gross profit margin was 52.0% in the second quarter of 2026 compared to 50.3% in the second quarter of 2025. |
| • | R&D expenses, net in the second quarter of 2026 were $970 million, an increase of 298%, compared to $244 million in the second quarter of 2025, primarily due to the acquisition of Emalex and its primary asset ecopipam (EBS-101). This increase was partially offset by a decrease in R&D expenses related to generic projects. See ‘Emalex Biosciences’ included in note 2 to our consolidated financial statements. |
| • | We recorded expenses of $230 million in legal settlements and loss contingencies in the second quarter of 2026, compared to expenses of $166 million in the second quarter of 2025. See note 9 to our consolidated financial statements. |
| • | Operating loss was $231 million in the second quarter of 2026 compared to an operating income of $455 million in the second quarter of 2025. |
| • | In the second quarter of 2026, we recognized a tax expense of $121 million, on pre-tax loss of $455 million. In the second quarter of 2025, we recognized a tax benefit of $78 million, on pre-tax income of $203 million. See note 11 to our consolidated financial statements. |
| • | As of June 30, 2026, our debt was $16,593 million compared to $16,807 million as of December 31, 2025. See note 7 to our consolidated financial statements. |
| • | Cash flow generated from operating activities during the second quarter of 2026 was $411 million, compared to $227 million in the second quarter of 2025. The higher cash flow generated from operating activities in the second quarter of 2026 was mainly due to lower contingent consideration payments and lower tax payments, partially offset by higher legal settlement payments. |
| • | During the second quarter of 2026, we generated free cash flow of $622 million, which we define as comprising $411 million in cash flow generated from operating activities, $311 million in beneficial interest collected in exchange for securitized accounts receivables (under our EU securitization program) and $4 million of proceeds from the sale of businesses and long-lived assets, partially offset by $104 million in cash used for capital investments. During the second quarter of 2025, we generated free cash flow of $476 million. The increase in the second quarter of 2026 mainly resulted from higher cash flow generated from operating activities as discussed above. |
54
Results of Operations
Comparison of Three Months Ended June 30, 2026 to Three Months Ended June 30, 2025
Segment Information
United States Segment
The following table presents revenues, expenses and profit for our United States segment for the three months ended June 30, 2026 and 2025:
| Three months ended June 30, | ||||||||||||||||
| 2026 | 2025 | |||||||||||||||
| (U.S. $ in millions / % of Segment Revenues) | ||||||||||||||||
| Revenues |
$ | 1,702 | 100 | % | $ | 1,786 | 100 | % | ||||||||
| Cost of sales |
499 | 29.3 | % | 574 | 32.2 | % | ||||||||||
| Gross profit |
1,203 | 70.7 | % | 1,211 | 67.8 | % | ||||||||||
| R&D expenses* |
883 | 51.9 | % | 152 | 8.5 | % | ||||||||||
| S&M expenses |
294 | 17.3 | % | 250 | 14.0 | % | ||||||||||
| G&A expenses |
107 | 6.3 | % | 111 | 6.2 | % | ||||||||||
| Other |
(5 | ) | § | § | § | |||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Segment profit** |
$ | (76 | ) | (4.5 | %) | $ | 699 | 39.1 | % | |||||||
|
|
|
|
|
|
|
|
|
|||||||||
| * | In the second quarter of 2026, mainly related to the acquisition of Emalex and its primary asset ecopipam (EBS-101). See ‘Emalex Biosciences’ included in note 2 to our consolidated financial statements. |
| ** | Segment profit does not include amortization and certain other items. |
| § | Represents an amount less than $0.5 million or 0.5%, as applicable. |
United States Revenues
In alignment with our Pivot to Growth strategy, commencing January 1, 2026, Anda is no longer reported under our United States segment. This shift allows the United States segment to continue to manage its entire product portfolio in the region, while strengthening focus on its biopharmaceutical business, growth engines and innovation. As a result, from that date, Anda is reported as part of the Company’s Other Activities. Prior period amounts were recast to reflect this change. See note 15 to our consolidated financial statements.
Revenues from our United States segment in the second quarter of 2026 were $1,702 million, a decrease of 5% compared to the second quarter of 2025, mainly due to lower revenues from generic products, primarily lenalidomide capsules (a generic version of Revlimid®), partially offset by higher revenues from our key innovative products, primarily AUSTEDO.
55
Revenues by Major Products and Activities
The following table presents revenues for our United States segment by major products and activities for the three months ended June 30, 2026 and 2025:
| Three months ended June 30, |
Percentage Change |
|||||||||||
| 2026 | 2025 | 2026-2025 | ||||||||||
| (U.S. $ in millions) | ||||||||||||
| Generic products (including biosimilars) |
$ | 660 | $ | 961 | (31 | %) | ||||||
| AJOVY |
116 | 63 | 83 | % | ||||||||
| AUSTEDO |
676 | 495 | 37 | % | ||||||||
| BENDEKA and TREANDA |
28 | 40 | (30 | %) | ||||||||
| COPAXONE |
61 | 62 | (2 | %) | ||||||||
| UZEDY |
77 | 54 | 43 | % | ||||||||
| Other |
84 | 111 | (25 | %) | ||||||||
|
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|
|||||||||
| Total |
$ | 1,702 | $ | 1,786 | (5 | %) | ||||||
|
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|
|
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Generic products (including biosimilar products) revenues in our United States segment in the second quarter of 2026 were $660 million, a decrease of 31% compared to the second quarter of 2025. This decrease was mainly driven by lower revenues from lenalidomide capsules (a generic version of Revlimid®) due to increased generic competition in the U.S., partially offset by higher revenues from our portfolio of biosimilar products.
Among the most significant generic products we sold in the United States in the second quarter of 2026 were Truxima® (a biosimilar to Rituxan®), epinephrine injectable solution (a generic equivalent of EpiPen® and EpiPen Jr®) and SIMLANDI (a biosimilar to Humira®). In the second quarter of 2026, our total prescriptions were approximately 237 million (based on trailing twelve months), representing 6.1% of total U.S. generic prescriptions, compared to approximately 266 million (based on trailing twelve months), representing 6.9% of total U.S. generic prescriptions in the second quarter of 2025, all according to IQVIA data.
AJOVY revenues in our United States segment in the second quarter of 2026 were $116 million, an increase of 83% compared to the second quarter of 2025, mainly due to a reduction in sales allowance as well as growth in volume. In the second quarter of 2026, AJOVY’s exit market share in the United States in terms of total number of prescriptions was 32.5% out of the subcutaneous injectable anti- CGRP class, compared to 31.0% in the second quarter of 2025.
AJOVY was launched in the United States in 2018 for the preventive treatment of migraine in adults, and in August 2025, the FDA approved AJOVY for the preventive treatment of episodic migraine in children and adolescent patients aged 6 to 17 years. AJOVY is the only anti-CGRP subcutaneous product indicated for both quarterly and monthly dosing options. AJOVY faces competition from multiple other products.
AJOVY is protected worldwide by patents expiring in 2026 at the earliest; extensions have been granted in several countries, including the United States and in Europe, until 2031. Additional patents relating to the use of AJOVY in the treatment of migraine have also been issued in the United States and in Europe and will expire between 2035 and 2039. Such patents are also pending in other countries. AJOVY is also protected by regulatory marketing exclusivity until 2030 in the United States and until 2029 in Europe. For our patent litigation related to other anti-CGRP products, see note 10 to our consolidated financial statements.
AUSTEDO revenues (which include AUSTEDO XR®) in our United States segment in the second quarter of 2026 were $676 million, an increase of 37% compared to the second quarter of 2025. This increase was mainly due to growth in volume and a favorable business mix including improved net-price realization.
During 2025, Teva and the Centers for Medicare and Medicaid Services (“CMS”) negotiated a maximum fair price for AUSTEDO and AUSTEDO XR, based on their inclusion in CMS’s list of prescription medicines selected for price-setting discussions. An agreement was announced by CMS in November 2025. The revised prices set by the U.S. Government will become effective on January 1, 2027 and will apply to eligible Medicare patients.
AUSTEDO was launched in the United States in 2017. It is indicated for the treatment of chorea associated with Huntington’s disease and for the treatment of tardive dyskinesia in adults.
56
AUSTEDO is protected in the United States by 14 Orange Book patents expiring between 2031 and 2038. We received notice letters from two ANDA filers regarding the filing of their ANDAs with paragraph (IV) certifications for certain of the patents listed in the Orange Book for AUSTEDO. In 2022, we reached agreements with two drug companies to sell their generic versions beginning in April 2033 or earlier under certain circumstances. On March 9, 2022, the U.S. Patent Trial and Appeal Board of the U.S. Patent and Trademark Office rejected a separate challenge filed by Apotex, which had sought to invalidate our patent for an AUSTEDO compound. 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 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 twice-daily AUSTEDO. AUSTEDO XR is protected by 13 Orange Book patents expiring between 2031 and 2041. We received notice letters from an ANDA filer, Alkem Laboratories Limited (“Alkem”), regarding the filing of its ANDA with paragraph (IV) certifications; and on June 5, 2026. we filed a complaint for patent infringement against Alkem and its affiliate Ascend Laboratories LLC, in the District Court of New Jersey. In July 2026, we received a notice letter from an additional ANDA filer regarding the filing of its ANDA with paragraph (IV) certifications.
UZEDY (risperidone) extended-release injectable suspension revenues in our United States segment in the second quarter of 2026 were $77 million, an increase of 43% compared to the second quarter of 2025, mainly due to growth in volume, partially offset by higher sales allowances.
UZEDY 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. On October 10, 2025, it was announced that the FDA approved UZEDY as a once-monthly extended-release injectable suspension as monotherapy or as adjunctive therapy to lithium or valproate for the maintenance treatment of bipolar 1 disorder (BD-1) in adults. UZEDY was protected by regulatory exclusivity until April 28, 2026. We are evaluating plans to launch UZEDY in other countries around the world. UZEDY faces competition from multiple products.
BENDEKA and TREANDA combined revenues in our United States segment in the second quarter of 2026 were $28 million, a decrease of 30% compared to the second quarter of 2025, mainly due to competition from alternative therapies, as well as from branded and generic bendamustine products.
In April 2019, we signed an amendment to the license agreement with Eagle Pharmaceuticals, Inc. (“Eagle”) extending the royalty term applicable to the United States to the full period for which we sell BENDEKA and increased the royalty rate. In consideration, Eagle agreed to assume a portion of BENDEKA-related patent litigation expenses.
There are 20 patents listed in the U.S. Orange Book for BENDEKA, one of which expired in 2026 and the rest with expiration dates in 2031. In August 2021, the Court of Appeals for the Federal Circuit affirmed the district court’s decision upholding the validity of all of the asserted patents and finding infringement by two remaining ANDA filers. Another ANDA filer did not join the appeal, and Teva also settled with two ANDA filers.
Teva has also settled litigation against four 505(b)(2) applicants: Hospira, Inc. (“Hospira”), Dr. Reddy’s Laboratories (“DRL”) and Accord Healthcare (“Accord”), and Almaject, Inc. / Alvogen, Inc. (“Almaject”). Based on these settlement agreements, Hospira, Accord, DRL and Almaject can launch their products on November 17, 2027, or earlier under certain circumstances. In 2023, Teva and Eagle also filed suit against BendaRx Corp. in the U.S. District Court for the District of Delaware, following its filing of a 505(b)(2) NDA for a bendamustine product, and that litigation is still pending, though it is currently stayed.
In addition to the settlement with Eagle regarding its bendamustine 505(b)(2) NDA, between 2015 and 2020, we reached final settlements with 22 ANDA filers for generic versions of the lyophilized form of TREANDA and one 505(b)(2) NDA filer for a generic version of the liquid form of TREANDA, providing for the launch of generic versions of TREANDA prior to patent expiration. Currently, there are multiple generic TREANDA products on the market.
COPAXONE revenues in our United States segment in the second quarter of 2026 were $61 million, a decrease of 2% compared to the second quarter of 2025, mainly due to lower volumes, partially offset by a reduction in sales allowance.
COPAXONE continues to face competition from alternative therapies, generic versions of COPAXONE, and generic treatments for multiple sclerosis.
57
Product Launches and Pipeline
In the second quarter of 2026, we launched a generic version of the following branded products in the United States:
| Product Name |
Brand Name |
Launch Date | Total Annual U.S. Branded Sales at Time of Launch (U.S. $ in millions (IQVIA))* |
|||||
| Dapagliflozin Tablets |
Farxiga® tablets | April | $ | 9,980 | ||||
| Glycerol Phenylbutyrate Oral Liquid |
Ravicti® Oral Liquid | April | $ | 104 | ||||
| Budesonide and Formoterol Fumarate Dihydrate Inhalation Aerosol |
Symbicort® Inhalation Aerosol | May | $ | 3,009 | ||||
| Sitagliptin Tablets, USP |
Januvia® tablets | May | $ | 2,695 | ||||
| Macitentan Tablets |
Opsumit® tablets | June | $ | 1,196 | ||||
| * | The figures presented are for the twelve months ended in the calendar quarter immediately prior to our launch or re-launch. |
As of June 30, 2026, our generic products pipeline in the United States includes 101 product applications awaiting FDA approval, including 59 tentative approvals. This total reflects all pending ANDAs, supplements for product line extensions and tentatively approved applications and includes some instances where more than one application was submitted for the same reference product. Excluding overlaps, the branded products underlying these pending applications had U.S. sales for the twelve months ended March 31, 2026 of approximately $102 billion, according to IQVIA. About 80% of our pending drug applications challenge at least one patent held by the brand-name manufacturer. We believe we are first to file with respect to 48 of these products, or 71 products including final approvals where launch is pending a settlement agreement or court decision. Collectively, these first to file opportunities represent over $66 billion in U.S. brand sales for the twelve months ended March 31, 2026, 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. The potential advantages of being the first filer with respect to some of these products may be subject to forfeiture, shared exclusivity or competition from so-called “authorized generics,” which may ultimately affect the value derived.
In the second quarter of 2026, we received tentative approvals for generic equivalents of the products listed in the table below, excluding overlapping applications. A “tentative approval” indicates that the FDA has substantially completed its review of an application and final approval is expected once the relevant patent expires, a court decision is reached, a 30-month regulatory stay lapses or a 180-day exclusivity period awarded to another manufacturer either expires or is forfeited.
| Generic Name |
Brand Name | Total Annual U.S. Branded Sales (U.S. $ in millions (IQVIA))* |
||||
| Revefenacin Inhalation Solution, 175mcg/3mL |
Yupelri® | $ | 261 | |||
| Trilaciclib for Injection, 300 mg/vial |
Cosela® | $ | 73 | |||
| * | The figures presented are for the twelve months ended in the calendar quarter immediately prior to our tentative approval date. |
For information regarding our innovative and biosimilar products pipeline, see “—Teva Consolidated Results—Research and Development (R&D) Expenses, net” below.
58
United States Gross Profit
Gross profit from our United States segment in the second quarter of 2026 was $1,203 million, a decrease of 1%, compared to the second quarter of 2025.
Gross profit margin for our United States segment in the second quarter of 2026 increased to 70.7%, compared to 67.8% in the second quarter of 2025. This increase was mainly due to a favorable mix of products, primarily higher revenues from our key innovative products, largely AUSTEDO, partially offset by lower revenues from lenalidomide capsules (a generic version of Revlimid®).
United States R&D Expenses
R&D expenses relating to our United States segment in the second quarter of 2026 were $883 million, an increase of 482%, compared to the second quarter of 2025 mainly related to the acquisition of Emalex and its primary asset ecopipam (EBS-101). See ‘Emalex Biosciences Acquisition’ above, and ‘Emalex Biosciences’ included in note 2 to our consolidated financial statements.
For a description of our R&D expenses in the second quarter of 2026, see “—Teva Consolidated Results—Research and Development (R&D) Expenses, net” below.
United States S&M Expenses
S&M expenses relating to our United States segment in the second quarter of 2026 were $294 million, an increase of 18%, compared to the second quarter of 2025. This increase was mainly due to promotional activities related to our key innovative products, primarily AUSTEDO.
United States G&A Expenses
G&A expenses relating to our United States segment in the second quarter of 2026 were $107 million, a decrease of 4% compared to the second quarter of 2025.
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 other expenses (income) related to this segment. Segment profit does not include amortization and certain other items.
Loss from our United States segment in the second quarter of 2026 was $76 million, compared to a profit of $699 million in the second quarter of 2025. This change was mainly due to higher R&D expenses, as discussed above.
Europe Segment
The following table presents revenues, expenses and profit for our Europe segment for the three months ended June 30, 2026 and 2025:
| Three months ended June 30, | ||||||||||||||||
| 2026 | 2025 | |||||||||||||||
| (U.S. $ in millions / % of Segment Revenues) |
||||||||||||||||
| Revenues |
$ | 1,263 | 100 | % | $ | 1,298 | 100 | % | ||||||||
| Cost of sales |
559 | 44.3 | % | 581 | 44.8 | % | ||||||||||
| Gross profit |
704 | 55.7 | % | 717 | 55.2 | % | ||||||||||
| R&D expenses |
52 | 4.1 | % | 59 | 4.6 | % | ||||||||||
| S&M expenses |
222 | 17.6 | % | 228 | 17.5 | % | ||||||||||
| G&A expenses |
66 | 5.2 | % | 66 | 5.1 | % | ||||||||||
| Other |
(3 | ) | § | § | § | |||||||||||
|
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|
|
|
|
|
|||||||||
| Segment profit* |
$ | 367 | 29.1 | % | $ | 364 | 28.0 | % | ||||||||
|
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|
|
|
|
|
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| * | Segment profit does not include amortization and certain other items. |
| § | Represents an amount less than $0.5 million or 0.5%, as applicable. |
59
Europe Revenues
Our Europe segment includes the European Union, the United Kingdom and certain other European countries.
Revenues from our Europe segment in the second quarter of 2026 were $1,263 million, a decrease of 3% compared to the second quarter of 2025. In local currency terms, revenues decreased by 8% compared to the second quarter of 2025, mainly due to lower proceeds from the sale of certain product rights and lower revenues from generic products.
In the second quarter of 2026, revenues were positively impacted by exchange rate fluctuations of $63 million, including hedging effects, compared to the second quarter of 2025. Revenues in the second quarter of 2026 included $3 million from a positive hedging impact, while revenues in the second quarter of 2025 included $25 million from a negative hedging impact, which is included in “Other” in the table below. See note 8c to our consolidated financial statements.
Revenues by Major Products and Activities
The following table presents revenues for our Europe segment by major products and activities for the three months ended June 30, 2026 and 2025:
| Three months ended June 30, |
Percentage Change |
|||||||||||
| 2026 | 2025 | 2026-2025 | ||||||||||
| (U.S. $ in millions) | ||||||||||||
| Generic products (including OTC and biosimilars) |
$ | 1,024 | $ | 1,040 | (2 | %) | ||||||
| AJOVY |
78 | 71 | 10 | % | ||||||||
| COPAXONE |
49 | 50 | (2 | %) | ||||||||
| Respiratory products |
58 | 55 | 6 | % | ||||||||
| Other* |
54 | 81 | (34 | %) | ||||||||
|
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|
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| Total |
$ | 1,263 | $ | 1,298 | (3 | %) | ||||||
|
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| * | Other revenues in the second quarter of 2025 include the sale of certain product rights. |
Generic products revenues (including OTC and biosimilar products) in our Europe segment in the second quarter of 2026, were $1,024 million, a decrease of 2% compared to the second quarter of 2025. In local currency terms, revenues decreased by 4%, mainly due to lower sales of generic products and seasonal OTC products, partially offset by higher revenues from recently launched products.
AJOVY revenues in our Europe segment in the second quarter of 2026 were $78 million, an increase of 10% compared to the second quarter of 2025. In local currency terms revenues increased by 7% due to growth in volume.
For information about AJOVY patent protection, see “—United States Revenues—Revenues by Major Products and Activities” above.
COPAXONE revenues in our Europe segment in the second quarter of 2026 were $49 million, a decrease of 2% compared to the second quarter of 2025. In local currency terms revenues decreased by 5%, mainly due to price reductions and lower volumes resulting from the availability of alternative therapies, partially offset by a decrease in sales allowance due to a non-recurring item.
Respiratory products revenues in our Europe segment in the second quarter of 2026 were $58 million, an increase of 6% compared to the second quarter of 2025. In local currency terms, revenues increased by 3%, mainly due to higher volumes as a result of increased supply.
Product Launches and Pipeline
As of June 30, 2026, our generic products pipeline in Europe included 267 generic approvals relating to 33 compounds in 74 formulations. In addition, approximately 1,426 marketing authorization applications are pending approval in 37 European countries, relating to 99 compounds in 225 formulations. One application is pending with the European Medicines Agency (“EMA”).
For information regarding our innovative medicines and biosimilar products pipeline, see “—Teva Consolidated Results—Research and Development (R&D) Expenses, net” below.
60
Europe Gross Profit
Gross profit from our Europe segment in the second quarter of 2026 was $704 million, a decrease of 2% compared to the second quarter of 2025.
Gross profit margin for our Europe segment in the second quarter of 2026 increased to 55.7%, compared to 55.2% in the second quarter of 2025. This increase was mainly due to a positive impact from hedging activities, partially offset by lower proceeds from the sale of certain product rights in the second quarter of 2026.
Europe R&D Expenses
R&D expenses relating to our Europe segment in the second quarter of 2026 were $52 million, a decrease of 12% compared to the second quarter of 2025.
For a description of our R&D expenses in the second quarter of 2026, see “—Teva Consolidated Results—Research and Development (R&D) Expenses, net” below.
Europe S&M Expenses
S&M expenses relating to our Europe segment in the second quarter of 2026 were $222 million, a decrease of 2% compared to the second quarter of 2025.
Europe G&A Expenses
G&A expenses relating to our Europe segment in the second quarter of 2026 were $66 million, a decrease of 1% compared to the second quarter of 2025.
Europe Profit
Profit from our Europe 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.
Profit from our Europe segment in the second quarter of 2026 was $367 million, an increase of 1%, compared to the second quarter of 2025.
International Markets Segment
The following table presents revenues, expenses and profit for our International Markets segment for the three months ended June 30, 2026 and 2025:
| Three months ended June 30, | ||||||||||||||||
| 2026 | 2025 | |||||||||||||||
| (U.S. $ in millions /% of Segment Revenues) | ||||||||||||||||
| Revenues |
$ | 550 | 100 | % | $ | 495 | 100 | % | ||||||||
| Cost of sales |
266 | 48.3 | % | 251 | 50.8 | % | ||||||||||
| Gross profit |
284 | 51.7 | % | 243 | 49.2 | % | ||||||||||
| R&D expenses |
26 | 4.8 | % | 24 | 4.9 | % | ||||||||||
| S&M expenses |
128 | 23.3 | % | 114 | 23.0 | % | ||||||||||
| G&A expenses |
38 | 6.9 | % | 32 | 6.6 | % | ||||||||||
| Other |
(8 | ) | (1.4 | %) | (1 | ) | § | |||||||||
|
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|
|
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| Segment profit* |
$ | 99 | 18.0 | % | $ | 74 | 14.9 | % | ||||||||
|
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|
|
|
|
|
|
|
|||||||||
| * | Segment profit does not include amortization and certain other items. |
| § | Represents an amount less than 0.5%. |
61
International Markets Revenues
Our International Markets segment includes all countries in which we operate other than the United States and the countries included in our Europe segment. The International Markets segment covers a substantial portion of the global pharmaceutical industry, including more than 35 countries. The countries in our International Markets segment include highly regulated, mainly generic markets, such as Canada and Israel, and branded generics-oriented markets, such as Russia and certain Latin America markets.
As of the date of this Quarterly Report on Form 10-Q, sustained conflict between Russia and Ukraine and disruption in the region is ongoing. Russia and Ukraine markets are included in our International Markets segment results and we have no manufacturing or R&D facilities in these markets. In the second quarter of 2026, the impact of this conflict on our International Markets segment was immaterial.
Revenues from our International Markets segment in the second quarter of 2026 were $550 million, an increase of 11% compared to the second quarter of 2025. In local currency terms, revenues increased by 7% compared to the second quarter of 2025, mainly due to higher revenues from our key innovative products AJOVY and AUSTEDO, primarily in China.
In the second quarter of 2026, revenues were positively impacted by exchange rate fluctuations of $19 million, net of hedging effects, compared to the second quarter of 2025. Revenues in the second quarter of 2026 included $11 million from a negative hedging impact, compared to a negative hedging impact of $8 million in the second quarter of 2025, which are included in “Other” in the table below. See note 8c to our consolidated financial statements.
Revenues by Major Products and Activities
The following table presents revenues for our International Markets segment by major products and activities for the three months ended June 30, 2026 and 2025:
| Three months ended June 30, |
Percentage Change 2026-2025 |
|||||||||||
| 2026 | 2025 | |||||||||||
| (U.S. $ in millions) |
|
|||||||||||
| Generic products (including OTC and biosimilars) |
$ | 419 | $ | 410 | 2 | % | ||||||
| AJOVY |
49 | 20 | 146 | % | ||||||||
| AUSTEDO |
20 | 3 | 571 | % | ||||||||
| COPAXONE |
8 | 7 | 7 | % | ||||||||
| Other* |
55 | 55 | (1 | %) | ||||||||
|
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|
|
|
|||||||||
| Total |
$ | 550 | $ | 495 | 11 | % | ||||||
|
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|
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| * | Other revenues in the second quarter of 2025 include the sale of certain product rights. |
Generic products revenues (including OTC and biosimilar products) in our International Markets segment in the second quarter of 2026 were $419 million, an increase of 2% compared to the second quarter of 2025. In local currency terms, revenues decreased by 1%.
AJOVY revenues in our International Markets segment in the second quarter of 2026 were $49 million, an increase of 146% compared to the second quarter of 2025. In local currency terms, revenues increased by 141%, mainly due to milestone payments received in China, as well as growth in other markets. In April 2026, we announced a strategic partnership for the marketing and distribution of AJOVY in China with Nuerogen (Zhuhai) Pharmaceutical Company Ltd.
AUSTEDO revenues in our International Markets segment in the second quarter of 2026 were $20 million, compared to $3 million in the second quarter of 2025. This increase was mainly due to timing of shipments, as well as growth in China.
AUSTEDO was launched in China and Israel in 2021 and in Brazil in 2022, for the treatment of chorea associated with Huntington’s disease and for the treatment of tardive dyskinesia. In February 2024, we announced a strategic partnership for the marketing and distribution of AUSTEDO in China with Jiangsu Nhwa Hexin Pharmaceutical Marketing Co., Ltd. In April 2025, AUSTEDO received marketing authorization in South Korea. We continue to evaluate additional submissions in various other markets.
COPAXONE revenues in our International Markets segment in the second quarter of 2026 were $8 million, an increase of 7% compared to the second quarter of 2025.
62
International Markets Gross Profit
Gross profit from our International Markets segment in the second quarter of 2026 was $284 million, an increase of 17% compared to the second quarter of 2025.
Gross profit margin for our International Markets segment in the second quarter of 2026 increased to 51.7%, compared to 49.2% in the second quarter of 2025. This increase was mainly due to higher revenues from AJOVY and AUSTEDO as discussed above.
International Markets R&D Expenses
R&D expenses relating to our International Markets segment in the second quarter of 2026 were $26 million, an increase of 8% compared to the second quarter of 2025.
For a description of our R&D expenses in the second quarter of 2026, see “—Teva Consolidated Results—Research and Development (R&D) Expenses, net” below.
International Markets S&M Expenses
S&M expenses relating to our International Markets segment in the second quarter of 2026 were $128 million, an increase of 13% compared to the second quarter of 2025. This increase was mainly due to promotional activities related to our key innovative products, primarily AUSTEDO, as well as an impact from exchange rate fluctuations.
International Markets G&A Expenses
G&A expenses relating to our International Markets segment in the second quarter of 2026 were $38 million, an increase of 17% compared to the second quarter of 2025.
International Markets Profit
Profit from 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.
Profit from our International Markets segment in the second quarter of 2026 was $99 million, an increase of 34%, compared to the second quarter of 2025. This increase was mainly due to higher revenues, as discussed above.
Other Activities
We have other sources of revenues, primarily our distribution business in the United States through Anda, the sale of APIs to third parties, an out-licensing platform offering a portfolio of products to other pharmaceutical companies through our affiliate Medis and certain contract manufacturing services. Our Other Activities are not included in our United States, Europe or International Markets segments described above.
In alignment with our Pivot to Growth strategy, commencing January 1, 2026, Anda is no longer reported under our United States segment. As a result, from that date, Anda is reported as part of our Other Activities. Prior period amounts were recast to reflect this change. See note 15 to our consolidated financial statements.
In 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, and Teva is conducting a sales process for this matter. However, there can be no assurance regarding the ultimate timing or structure of a potential divestiture or that a divestiture will be completed at all. For further information, see note 2 to our consolidated financial statements.
Our revenues from Other Activities in the second quarter of 2026 were $627 million, an increase of 5% in both U.S. dollars and in local currency terms, compared to the second quarter of 2025.
Anda revenues from third-party products in the second quarter of 2026 were $413 million, an increase of 13%, compared to the second quarter of 2025, mainly due to higher volumes. Anda, our distribution business in the United States, operates independently and distributes generic and innovative medicines and OTC pharmaceutical products from various manufacturers to independent retail pharmacies, pharmacy retail chains, hospitals and physician offices in the United States. Anda competes in the distribution market by maintaining a broad portfolio of products, competitive pricing and delivery throughout the United States.
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API sales to third parties in the second quarter of 2026 were $118 million, a decrease of 12% in both U.S. dollars and local currency terms, compared to the second quarter of 2025. This decrease was mainly due to lower demand resulting from market dynamics and price reductions.
Revenues from additional other activities, mainly from Medis and certain contract manufacturing services, were $95 million in the second quarter of 2026, a decrease of 3% in U.S. dollars, or 5% in local currency terms compared to the second quarter of 2025.
Teva Consolidated Results
Revenues
Revenues in the second quarter of 2026 were $4,142 million, a decrease of 1% in U.S. dollars, or 3% in local currency terms compared to the second quarter of 2025. This decrease was mainly due to lower revenues from generic products, primarily lenalidomide capsules (a generic version of Revlimid®) in our U.S. segment, partially offset by higher revenues from our key innovative products, primarily AUSTEDO and AJOVY.
See “—United States Revenues,” “—Europe Revenues,” “—International Markets Revenues” and “—Other Activities” above.
Exchange rate movements in the second quarter of 2026, including hedging effects, positively impacted revenues by $85 million, compared to the second quarter of 2025. See note 8c to our consolidated financial statements.
Gross Profit
Gross profit in the second quarter of 2026 was $2,153 million, an increase of 2% compared to $2,102 million in the second quarter of 2025.
Gross profit margin was 52.0% in the second quarter of 2026, compared to 50.3% in the second quarter of 2025. This increase was mainly due to a favorable mix of products, primarily higher revenues from AUSTEDO and AJOVY, partially offset by lower revenues from generic products, primarily lenalidomide capsules (a generic version of Revlimid®).
Research and Development (R&D) Expenses, net
Our R&D activities for innovative medicines and biosimilar products, including through our collaborations, in each of our segments include costs of discovery research, preclinical work, drug formulation, early- and late-stage clinical development, upfront and milestone payments and product registration costs. These expenditures are reported net of contributions received from collaboration partners. Our spending takes place throughout the development process, including (i) early-stage projects in both discovery and preclinical phases; (ii) middle-stage projects in clinical programs up to Phase 3; (iii) late-stage projects in Phase 3 programs, including where a new drug application is currently pending approval; (iv) post-approval studies for marketed products; and (v) indirect expenses, such as costs of infrastructure and personnel.
Our R&D activities for generic products in each of our segments include both (i) direct expenses relating to product formulation, analytical method development, stability testing, management of bioequivalence and other clinical studies and regulatory filings; and (ii) indirect expenses, such as costs of infrastructure and personnel.
IPR&D that is acquired in connection with an asset acquisition and not a business combination is expensed on its acquisition date unless it has an alternative future use.
In the second quarter of 2026, our R&D expenses, net, were primarily related to our innovative product pipeline in neuroscience, including rare neuroscience diseases, immunology, and selected other areas, as well as our generics and biosimilars pipeline.
R&D expenses, net in the second quarter of 2026, were $970 million, an increase of 298% compared to $244 million in the second quarter of 2025, primarily due to the acquisition of Emalex and its primary asset ecopipam (EBS-101). This increase was partially offset by a decrease in expenses related to our generic projects. See ‘Emalex Biosciences Acquisition’ above, and ‘Emalex Biosciences’ included in note 2 to our consolidated financial statements.
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Our R&D expenses, net in the second quarters of 2026 and 2025, were also impacted by reimbursements and cost sharing from our strategic partnerships and collaborations entered into in recent years. See note 2 to our consolidated financial statements.
R&D expenses, net as a percentage of revenues were 23.4% in the second quarter of 2026, compared to 5.8% in the second quarter of 2025.
Innovative Medicines Pipeline
Below is a description of key products in our innovative medicines pipeline as of July 29, 2026:
| Phase 2 |
Phase 3 |
Submitted for Regulatory Review | ||||
| Neuroscience | olanzapine LAI (TEV-‘749) Schizophrenia (December 2025) | |||||
| ecopipam (EBS-101) Tourette syndrome (June 2026) | ||||||
| Immunology | Anti-IL-15 (TEV-’408) Celiac disease |
Dual Action Asthma |
||||
| emrusolmin(1) (TEV-‘286) Multiple System Atrophy |
duvakitug (anti-TL1A)(3) (TEV-’574) Inflammatory Bowel Disease (October 2025) |
|||||
| (1) | In collaboration with Modag. |
| (2) | In collaboration with Launch Therapeutics. |
| (3) | In collaboration with Sanofi. |
Biosimilar Products Pipeline
We have biosimilar products in development internally and with our partners that are in various stages of development, including confirmatory clinical trials for TEV-‘292, the proposed biosimilar to Eylea® HD (aflibercept), and Entyvio® SC (vedolizumab), which are in collaboration with Alvotech for the U.S. market; and TEV-‘333 and TEV-‘316, both in collaboration with mAbxience. Our proposed biosimilar to Xgeva® (denosumab) and our proposed biosimilars to Entyvio® IV (vedolizumab), Simponi®, Simponi Aria® (golimumab), and Eylea® (aflibercept), which are in collaboration with Alvotech, were submitted for regulatory review in the U.S. Our proposed biosimilar to Xolair® (omalizumab) was submitted for regulatory review in the U.S. and Europe.
Selling and Marketing (S&M) Expenses
S&M expenses in the second quarter of 2026, were $717 million, an increase of 10% compared to the second quarter of 2025. This increase was mainly a result of the factors discussed above under “—United States segment—S&M Expenses” and “—International Markets segment— S&M Expenses.”
S&M expenses as a percentage of revenues were 17.3% in the second quarter of 2026, compared to 15.7% in the second quarter of 2025.
General and Administrative (G&A) Expenses
G&A expenses in the second quarter of 2026 were $317 million, an increase of 4% compared to the second quarter of 2025.
G&A expenses as a percentage of revenues were 7.7% in the second quarter of 2026, compared to 7.3% in the second quarter of 2025.
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Intangible Asset Impairments
We recorded expenses of $22 million for identifiable intangible asset impairments in the second quarter of 2026, compared to expenses of $42 million in the second quarter of 2025. See note 5 to our consolidated financial statements.
Other Asset Impairments, Restructuring and Other Items
We recorded expenses of $147 million for other asset impairments, restructuring and other items in the second quarter of 2026, compared to $232 million in the second quarter of 2025. See note 12 to our consolidated financial statements.
Legal Settlements and Loss Contingencies
We recorded expenses of $230 million in legal settlements and loss contingencies in the second quarter of 2026, compared to expenses of $166 million in the second quarter of 2025. See note 9 to our consolidated financial statements.
Other Loss (Income)
Other income in the second quarter of 2026 was $19 million, compared to other loss of $4 million in the second quarter of 2025.
Operating Income (Loss)
Operating loss was $231 million in the second quarter of 2026, compared to an operating income of $455 million in the second quarter of 2025. This change was mainly due to higher R&D expenses primarily related to the acquisition of Emalex and its primary asset ecopipam (EBS-101). See ‘Emalex Biosciences Acquisition’ above, and ‘Emalex Biosciences’ included in note 2 to our consolidated financial statements.
Operating loss as a percentage of revenues was 5.6% in the second quarter of 2026, compared to operating income as a percentage of revenues of 10.9% in the second quarter of 2025.
Financial Expenses, Net
In the second quarter of 2026, financial expenses, net were $224 million, mainly comprised of net interest expenses of $195 million. In the second quarter of 2025, financial expenses, net were $252 million, mainly comprised of net interest expenses of $203 million.
Reconciliation Table to Consolidated Income (Loss) Before Income Taxes
The following table presents a reconciliation of our segment profits to our consolidated operating income (loss) and to consolidated income (loss) before income taxes for the three months ended June 30, 2026 and 2025:
| Three months ended June 30, |
||||||||
| 2026 | 2025 | |||||||
| (U.S. $ in millions) | ||||||||
| United States profit (loss) |
$ | (76 | ) | $ | 699 | |||
| Europe profit |
367 | 364 | ||||||
| International Markets profit |
99 | 74 | ||||||
|
|
|
|
|
|||||
| Total reportable segments profit |
391 | 1,136 | ||||||
| Profit (loss) of Other Activities |
(16 | ) | (3 | ) | ||||
|
|
|
|
|
|||||
| Amounts not allocated to segments: |
||||||||
| Amortization |
139 | 148 | ||||||
| Other assets impairments, restructuring and other items |
147 | 232 | ||||||
| Intangible assets impairments |
22 | 42 | ||||||
| Legal settlements and loss contingencies |
230 | 166 | ||||||
| Other unallocated amounts |
68 | 91 | ||||||
|
|
|
|
|
|||||
| Consolidated operating income (loss) |
(231 | ) | 455 | |||||
|
|
|
|
|
|||||
| Financial expenses, net |
224 | 252 | ||||||
|
|
|
|
|
|||||
| Consolidated income (loss) before income taxes |
$ | (455 | ) | $ | 203 | |||
|
|
|
|
|
|||||
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Income Taxes
In the second quarter of 2026, we recognized a tax expense of $121 million, on pre-tax loss of $455 million. In the second quarter of 2025, we recognized a tax benefit of $78 million, on pre-tax income of $203 million. See note 11 to our consolidated financial statements.
Net Income (Loss) Attributable to Teva
Net loss attributable to Teva was $576 million in the second quarter of 2026, compared to net income of $282 million in the second quarter of 2025. This change was mainly due to the change in operating loss and higher income taxes, primarily due to the acquisition of Emalex and its primary asset ecopipam (EBS-101), as discussed above.
Diluted Shares Outstanding and Earnings (Loss) per Share
The weighted average diluted shares outstanding used for the fully diluted share calculations for the three months ended June 30, 2026 and 2025 was 1,165 million shares and 1,161 million shares, respectively.
Diluted loss per share was $0.49 in the second quarter of 2026, compared to diluted earnings per share of $0.24 in the second quarter of 2025. See note 13 to our consolidated financial statements.
Share Count for Market Capitalization
We calculate share amounts using the outstanding number of shares (i.e., excluding treasury shares) plus shares that would be outstanding upon the exercise of options and vesting of RSUs and PSUs, and the conversion of our convertible senior debentures, in each case, at period end.
As of June 30, 2026 and 2025, the fully diluted share count for purposes of calculating our market capitalization was approximately 1,191 million shares and 1,179 million shares, respectively.
Impact of Currency Fluctuations on Results of Operations
In the second quarter of 2026, approximately 45% of our revenues were denominated in currencies other than the U.S. dollar. 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, Swiss franc, Russian ruble, British pound, Canadian dollar, new Israeli shekel and Polish złoty) impacted our results.
During the second quarter of 2026, the following main currencies relevant to our operations increased in value against the U.S. dollar (each compared on a quarterly average basis): new Israeli shekel by 21%, Hungarian forint by 15%, Brazilian real by 12%, Mexican peso by 12%, Australian dollar by 11%, Russian ruble by 8%, Swiss franc by 5%, Polish złoty by 3% and euro by 3%. The following currencies relevant to our operations decreased in value against the U.S. dollar (each compared on a quarterly average basis): Argentinian peso by 19%, Indian rupee by 9% and Ukrainian hryvna by 6%.
As a result, exchange rate movements during the second quarter of 2026, including hedging effects, positively impacted revenues by $85 million and operating loss by $26 million, compared to the second quarter of 2025.
During the second quarter of 2026, a negative hedging impact of $8 million was recognized under revenues, and a positive hedging impact of $9 million was recognized under cost of sales. During the second quarter of 2025, a negative hedging impact of $32 million was recognized under revenues and a positive hedging impact of $4 million was recognized under cost of sales.
Hedging transactions of future projected revenues and expenses are recognized on the balance sheet at their fair value on a quarterly basis, while the foreign exchange impact on the underlying revenues and expenses may occur in subsequent quarters. See note 8c to our consolidated financial statements.
Commencing in the third quarter of 2018, the cumulative inflation in Argentina exceeded 100% or more over a three-year period. Although this triggered highly inflationary accounting treatment, it did not have a material impact on our results of operations.
Commencing in the second quarter of 2022, the cumulative inflation in Turkey exceeded 100% or more over a three-year period. Although this triggered highly inflationary accounting treatment, it did not have a material impact on our results of operations.
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Comparison of Six Months Ended June 30, 2026 to Six Months Ended June 30, 2025
Unless specified otherwise, the factors used to explain quarterly changes on a year-over-year basis are also relevant for the comparison of the results for the six months ended June 30, 2026 and 2025. Where there are different factors affecting the six-month comparison, we have described them below.
Segment Information
United States Segment
The following table presents revenues, expenses and profit for our United States segment for the six months ended June 30, 2026 and 2025:
| Six months ended June 30, | ||||||||||||||||
| 2026 | 2025 | |||||||||||||||
| (U.S. $ in millions / % of Segment Revenues) | ||||||||||||||||
| Revenues |
$ | 3,236 | 100 | % | $ | 3,322 | 100 | % | ||||||||
| Cost of sales |
995 | 30.8 | % | 1,097 | 33.0 | % | ||||||||||
| Gross profit |
2,241 | 69.2 | % | 2,225 | 67.0 | % | ||||||||||
| R&D expenses* |
1,030 | 31.8 | % | 306 | 9.2 | % | ||||||||||
| S&M expenses |
593 | 18.3 | % | 493 | 14.9 | % | ||||||||||
| G&A expenses |
197 | 6.1 | % | 206 | 6.2 | % | ||||||||||
| Other |
(9 | ) | § | 3 | § | |||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Segment profit** |
$ | 431 | 13.3 | % | $ | 1,216 | 36.6 | % | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| * | In the first six months of 2026, mainly related to the acquisition of Emalex and its primary asset ecopipam (EBS-101) in the United States segment. See ‘Emalex Biosciences Acquisition’ above, and ‘Emalex Biosciences’ included in note 2 to our consolidated financial statements. |
| ** | Segment profit does not include amortization and certain other items. |
| § | Represents an amount less than 0.5%. |
United States Revenues
Revenues from our United States segment in the first six months of 2026 were $3,236 million, a decrease of 3% compared to $3,322 million in the first six months of 2025.
Revenues by Major Products and Activities
The following table presents revenues for our United States segment by major products and activities for the six months ended June 30, 2026 and 2025:
| Six months ended June 30, |
Percentage Change |
|||||||||||
| 2026 | 2025 | 2026-2025 | ||||||||||
| (U.S. $ in millions) | ||||||||||||
| Generic products (including biosimilars) |
$ | 1,272 | $ | 1,809 | (30 | %) | ||||||
| AJOVY |
203 | 117 | 74 | % | ||||||||
| AUSTEDO |
1,236 | 891 | 39 | % | ||||||||
| BENDEKA and TREANDA |
55 | 76 | (28 | %) | ||||||||
| COPAXONE |
124 | 116 | 7 | % | ||||||||
| UZEDY |
140 | 93 | 51 | % | ||||||||
| Other |
206 | 220 | (6 | %) | ||||||||
|
|
|
|
|
|||||||||
| Total |
$ | 3,236 | $ | 3,322 | (3 | %) | ||||||
|
|
|
|
|
|||||||||
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United States Gross Profit
Gross profit from our United States segment in the first six months of 2026 was $2,241 million, an increase of 1% compared to $2,225 million in the first six months of 2025.
Gross profit margin for our United States segment in the first six months of 2026 increased to 69.2% compared to 67.0% in the first six months of 2025.
United States R&D Expenses
R&D expenses relating to our United States segment in the first six months of 2026 were $1,030 million, an increase of 236% compared to $306 million in the first six months of 2025.
United States S&M Expenses
S&M expenses relating to our United States segment in the first six months of 2026 were $593 million, an increase of 20% compared to $493 million in the first six months of 2025.
United States G&A Expenses
G&A expenses relating to our United States segment in the first six months of 2026 were $197 million, a decrease of 4% compared to $206 million in the first six months of 2025.
United States Profit
Profit from our United States segment in the first six months of 2026 was $431 million, a decrease of 65% compared to $1,216 million in the first six months of 2025.
Europe Segment
The following table presents revenues, expenses and profit for our Europe segment for the six months ended June 30, 2026 and 2025:
| Six months ended June 30, | ||||||||||||||||
| 2026 | 2025 | |||||||||||||||
| (U.S. $ in millions / % of Segment Revenues) | ||||||||||||||||
| Revenues |
$ | 2,603 | 100.0 | % | $ | 2,492 | 100.0 | % | ||||||||
| Cost of sales |
1,165 | 44.8 | % | 1,117 | 44.8 | % | ||||||||||
| Gross profit |
1,438 | 55.2 | % | 1,374 | 55.2 | % | ||||||||||
| R&D expenses |
97 | 3.7 | % | 120 | 4.8 | % | ||||||||||
| S&M expenses |
437 | 16.8 | % | 427 | 17.1 | % | ||||||||||
| G&A expenses |
139 | 5.3 | % | 135 | 5.4 | % | ||||||||||
| Other |
(3 | ) | § | § | § | |||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Segment profit* |
$ | 768 | 29.5 | % | $ | 693 | 27.8 | % | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| * | Segment profit does not include amortization and certain other items. |
| § | Represents an amount less than $0.5 million or 0.5%, as applicable. |
Europe Revenues
Our Europe segment includes the European Union, the United Kingdom, and certain other European countries.
Revenues from our Europe segment in the first six months of 2026 were $2,603 million, an increase of $111 million compared to the first six months of 2025. In local currency terms, revenues decreased by 4% compared to the first six months of 2025.
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Revenues by Major Products and Activities
The following table presents revenues for our Europe segment by major products and activities for the six months ended June 30, 2026 and 2025:
| Six months ended June 30, |
Percentage Change |
|||||||||||
| 2026 | 2025 | 2026-2025 | ||||||||||
| (U.S. $ in millions) | ||||||||||||
| Generic products (including OTC and biosimilars) |
$ | 2,113 | $ | 2,029 | 4 | % | ||||||
| AJOVY |
154 | 129 | 19 | % | ||||||||
| COPAXONE |
89 | 92 | (3 | %) | ||||||||
| Respiratory products |
117 | 110 | 7 | % | ||||||||
| Other* |
130 | 132 | (1 | %) | ||||||||
|
|
|
|
|
|||||||||
| Total |
$ | 2,603 | $ | 2,492 | 4 | % | ||||||
|
|
|
|
|
|||||||||
| * | Other revenues in the first six months of 2026 and 2025 include the sale of certain product rights. |
Europe Gross Profit
Gross profit from our Europe segment in the first six months of 2026 was $1,438 million, an increase of 5% compared to $1,374 million in the first six months of 2025.
Gross profit margin for our Europe segment in the first six months of 2026 was 55.2%, flat compared to the first six months of 2025.
Europe R&D Expenses
R&D expenses relating to our Europe segment in the first six months of 2026 were $97 million, a decrease of 19% compared to $120 million in the first six months of 2025.
Europe S&M Expenses
S&M expenses relating to our Europe segment in the first six months of 2026 were $437 million, an increase of 2% compared to $427 million in the first six months of 2025.
Europe G&A Expenses
G&A expenses relating to our Europe segment in the first six months of 2026 were $139 million, an increase of 2% compared to $135 million in the first six months of 2025.
Europe Profit
Profit from our Europe segment in the first six months of 2026 was $768 million, an increase of 11% compared to $693 million in the first six months of 2025.
International Markets Segment
The following table presents revenues, expenses and profit for our International Markets segment for the six months ended June 30, 2026 and 2025:
| Six months ended June 30, | ||||||||||||||||
| 2026 | 2025 | |||||||||||||||
| (U.S. $ in millions /% of Segment Revenues) | ||||||||||||||||
| Revenues |
$ | 1,074 | 100 | % | $ | 1,077 | 100 | % | ||||||||
| Cost of sales |
547 | 50.9 | % | 556 | 51.6 | % | ||||||||||
| Gross profit |
527 | 49.1 | % | 521 | 48.4 | % | ||||||||||
| R&D expenses |
49 | 4.5 | % | 49 | 4.6 | % | ||||||||||
| S&M expenses |
245 | 22.8 | % | 232 | 21.5 | % | ||||||||||
| G&A expenses |
77 | 7.2 | % | 72 | 6.7 | % | ||||||||||
| Other |
(7 | ) | (0.7 | %) | (2 | ) | § | |||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Segment profit* |
$ | 164 | 15.2 | % | $ | 171 | 15.9 | % | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| * | Segment profit does not include amortization and certain other items. |
| § | Represents an amount less than 0.5%. |
70
International Markets Revenues
Our International Markets segment includes all countries in which we operate other than the United States and the countries included in our Europe segment.
On March 31, 2025, we divested our Teva-Takeda business venture in Japan, which included generic products and legacy products. Since the establishment of the business venture and until the completion of its sale, Teva held 51% of the outstanding common stock of the business venture. On March 31, 2025, we deconsolidated the business venture from our financial statements.
Revenues from our International Markets segment in the first six months of 2026 were $1,074 million, a decrease of $3 million compared to the first six months of 2025. In local currency terms, revenues decreased by 7% compared to the first six months of 2025, mainly due to the divestment of our business venture in Japan, partially offset by higher revenues from our key innovative products AJOVY and AUSTEDO, primarily in China.
In the first six months of 2026, revenues were positively impacted by exchange rate fluctuations of $70 million including hedging effects, compared to the first six months of 2025. Revenues in the first six months of 2026 included a negative hedging impact of $11 million compared to a negative hedging impact of $23 million in the first six months of 2025, which are included in “Other” in the table below. See note 8c to our consolidated financial statements.
Revenues by Major Products and Activities
The following table presents revenues for our International Markets segment by major products and activities for the six months ended June 30, 2026 and 2025:
| Six months ended June 30, |
Percentage Change |
|||||||||||
| 2026 | 2025 | 2026-2025 | ||||||||||
| (U.S. $ in millions) | ||||||||||||
| Generic products (including OTC and biosimilars) |
$ | 805 | $ | 878 | (8 | %) | ||||||
| AJOVY |
83 | 48 | 72 | % | ||||||||
| AUSTEDO |
39 | 18 | 120 | % | ||||||||
| COPAXONE |
13 | 17 | (23 | %) | ||||||||
| Other* |
134 | 116 | 15 | % | ||||||||
|
|
|
|
|
|||||||||
| Total |
$ | 1,074 | $ | 1,077 | § | |||||||
|
|
|
|
|
|||||||||
| * | Other revenues in the first six months of 2026 and 2025 include the sale of certain product rights. |
| § | Represents an amount less than 0.5%. |
Generic products revenues (including OTC and biosimilar products) in our International Markets segment in the first six months of 2026 were $805 million, a decrease of 8% compared to the first six months of 2025. In local currency terms, revenues decreased by 13%, mainly due to the divestment of our business venture in Japan.
International Markets Gross Profit
Gross profit from our International Markets segment in the first six months of 2026 was $527 million, compared to $521 million in the first six months of 2025.
Gross profit margin for our International Markets segment in the first six months of 2026 was 49.1%, compared to 48.4% in the first six months of 2025.
International Markets R&D Expenses
R&D expenses relating to our International Markets segment in the first six months of 2026 were $49 million, flat compared to the first six months of 2025.
71
International Markets S&M Expenses
S&M expenses relating to our International Markets segment in the first six months of 2026 were $245 million, an increase of 6% compared to $232 million in the first six months of 2025.
International Markets G&A Expenses
G&A expenses relating to our International Markets segment in the first six months of 2026 were $77 million, an increase of 8% compared to $72 million in the first six months of 2025.
International Markets Profit
Profit from our International Markets segment in the first six months of 2026 was $164 million, a decrease of 4% compared to $171 million in the first six months of 2025. This decrease was mainly due to higher S&M expenses.
Other Activities
We have other sources of revenues, primarily our distribution business in the United States through Anda, the sale of APIs to third parties, an out-licensing platform offering a portfolio of products to other pharmaceutical companies through our affiliate Medis and certain contract manufacturing services. Our Other Activities are not included in our United States, Europe or International Markets segments described above.
Our revenues from Other Activities in the first six months of 2026 were $1,211 million, an increase of 3% in U.S. dollars or 2% in local currency terms, compared to the first six months of 2025.
Anda revenues from third-party products in the first six months of 2026 were $792 million, an increase of 7% compared to the first six months of 2025.
API sales to third parties in the first six months of 2026 were $227 million, a decrease of 14% in both U.S. dollars and local currency terms, compared to the first six months of 2025.
Revenues from additional other activities, mainly from Medis and certain contract manufacturing services, in the first six months of 2026 were $192 million, an increase of 11% in U.S. dollars compared to the first six months of 2025. In local currency terms, revenues increased by 4% compared to the first six months of 2025.
Teva Consolidated Results
Revenues
Revenues in the first six months of 2026 were $8,124 million, an increase of 1% compared to the first six months of 2025. In local currency terms, revenues decreased by 3%, compared to the first six months of 2025.
See “—United States Revenues,” “—Europe Revenues,” “—International Markets Revenues” and “—Other Activities” above.
Exchange rate movements during the first six months of 2026, including hedging effects, positively impacted revenues by $304 million, compared to the first six months of 2025. See note 8c to our consolidated financial statements.
Gross Profit
Gross profit in the first six months of 2026 was $4,124 million, an increase of 4% compared to the first six months of 2025.
Gross profit margin was 50.8% in the first six months of 2026, compared to 49.3% in the first six months of 2025.
Research and Development (R&D) Expenses, net
R&D expenses, net in the first six months of 2026 were $1,191 million, an increase of 143% compared to the first six months of 2025.
R&D expenses, net as a percentage of revenues were 14.7% in the first six months of 2026, compared to 6.1% in the first six months of 2025.
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Selling and Marketing (S&M) Expenses
S&M expenses in the first six months of 2026 were $1,413 million, an increase of 11% compared to the first six months of 2025.
S&M expenses as a percentage of revenues were 17.4% in the first six months of 2026 compared to 15.8% in the first six months of 2025.
General and Administrative (G&A) Expenses
G&A expenses in the first six months of 2026 were $621 million, an increase of 3% compared to the first six months of 2025.
G&A expenses as a percentage of revenues were 7.6% in the first six months of 2026, compared to 7.5% in the first six months of 2025.
Intangible Asset Impairments
We recorded expenses of $30 million for identifiable intangible asset impairments in the first six months of 2026, compared to expenses of $163 million in the first six months of 2025. See note 5 to our consolidated financial statements.
Other Asset Impairments, Restructuring and Other Items
We recorded expenses of $173 million for other asset impairments, restructuring and other items in the first six months of 2026, compared to $210 million in the first six months of 2025. See note 12 to our consolidated financial statements.
Legal Settlements and Loss Contingencies
We recorded expenses of $303 million in legal settlements and loss contingencies in the first six months of 2026, compared to expenses of $252 million in the first six months of 2025. See note 9 to our consolidated financial statements.
Other Loss (Income)
Other income in the first six months of 2026 was $28 million, compared to other loss of $9 million in the first six months of 2025.
Operating Income (Loss)
Operating income was $421 million in the first six months of 2026, compared to $975 million in the first six months of 2025.
Operating income as a percentage of revenues was 5.2% in the first six months of 2026, compared to 12.1% in the first six months of 2025.
Financial Expenses, Net
In the first six months of 2026, financial expenses, net were $440 million, mainly comprised of net interest expenses of $396 million. In the first six months of 2025, financial expenses, net were $477 million, mainly comprised of net interest expenses of $415 million.
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Reconciliation Table to Consolidated Income (Loss) Before Income Taxes
The following table presents a reconciliation of our segment profits to our consolidated operating income (loss) and to consolidated income (loss) before income taxes for the six months ended June 30, 2026 and 2025:
| Six months ended | ||||||||
| June 30, | ||||||||
| 2026 | 2025 | |||||||
| (U.S. $ in millions) | ||||||||
| United States profit |
$ | 431 | $ | 1,216 | ||||
| Europe profit |
768 | 693 | ||||||
| International Markets profit |
164 | 171 | ||||||
|
|
|
|
|
|||||
| Total reportable segments profit |
1,363 | 2,080 | ||||||
| Profit (loss) of Other Activities |
(32 | ) | (1 | ) | ||||
|
|
|
|
|
|||||
| Amounts not allocated to segments: |
||||||||
| Amortization |
276 | 292 | ||||||
| Other assets impairments, restructuring and other items |
173 | 210 | ||||||
| Intangible asset impairments |
30 | 163 | ||||||
| Legal settlements and loss contingencies |
302 | 249 | ||||||
| Other unallocated amounts |
128 | 190 | ||||||
|
|
|
|
|
|||||
| Consolidated operating income (loss) |
421 | 975 | ||||||
|
|
|
|
|
|||||
| Financial expenses, net |
440 | 477 | ||||||
|
|
|
|
|
|||||
| Consolidated income (loss) before income taxes |
$ | (18 | ) | $ | 497 | |||
|
|
|
|
|
|||||
Income Taxes
In the first six months of 2026, we recognized a tax expense of $188 million, on pre-tax loss of $18 million. In the first six months of 2025, we recognized a tax benefit of $4 million, on pre-tax income of $497 million. See note 11 to our consolidated financial statements.
Net Income (Loss) Attributable to Teva
Net loss attributable to Teva was $207 million in the first six months of 2026, compared to a net income of $497 million in the first six months of 2025.
Diluted Shares Outstanding and Earnings (Loss) per Share
The weighted average diluted shares outstanding used for the fully diluted share calculations for the six months ended June 30, 2026 and 2025 was 1,160 million shares and 1,159 million shares, respectively.
Diluted loss per share was $0.18 for the six months ended June 30, 2026, compared to diluted earnings per share of $0.43 for the six months ended June 30, 2025. See note 13 to our consolidated financial statements.
Impact of Currency Fluctuations on Results of Operations
In the first six months of 2026, approximately 47% of our revenues were denominated in currencies other than the U.S. dollar. Because our results are reported in U.S. dollars, we are subject to significant foreign currency risks. Accordingly, changes in the exchange rate between the U.S. dollar and local currencies in the markets in which we operate (primarily the euro, Swiss franc, Russian ruble, British pound, Canadian dollar, new Israeli shekel, Polish złoty, Swedish krona, Chilean peso and Indian rupee) impacted our results.
During the first six months of 2026, the following main currencies relevant to our operations increased in value against the U.S. dollar (all compared on a six-month average basis): new Israeli shekel by 18%, Hungarian forint by 16%, Russian ruble by 14%, Mexican peso by 14%, Brazilian real by 12%, Norwegian krone by 12%, Australian dollar by 11%, Swedish krona by 10%, Swiss franc by 10%, euro by 7%, Polish złoty by 7%, British pound by 4% and Canadian dollar by 2%. The following main currencies relevant to our operations decreased in value against the U.S. dollar (all compared on a six-month average basis): Argentinian peso by 22%, Indian rupee by 7%, Japanese yen by 6% and Ukrainian hryvna by 5%.
As a result, exchange rate movements during the first six months of 2026, including hedging effects, positively impacted overall revenues by $304 million and our operating income by $98 million, compared to the first six months of 2025.
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In the first six months of 2026, a positive hedging impact of $3 million was recognized under revenues, and a positive hedging impact of $6 million was recognized under cost of sales. In the first six months of 2025, a negative hedging impact of $60 million was recognized under revenues and a positive hedging impact of $3 million was recognized under cost of sales.
Hedging transactions of future projected revenues and expenses are recognized on the balance sheet at their fair value on a quarterly basis, while the foreign exchange impact on the underlying revenues and expenses may occur in subsequent quarters. See note 8c to our consolidated financial statements.
2026 Aggregated Contractual Obligations
There have not been any material changes in our assessment of material contractual obligations and commitments as set forth in Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2025.
Liquidity and Capital Resources
Total balance sheet assets were $39,857 million as of June 30, 2026, compared to $40,748 million as of December 31, 2025.
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 $2,521 million as of June 30, 2026, compared to negative $2,733 million as of December 31, 2025. This change was mainly due to a decrease in employee-related obligations as discussed below. Net changes in working capital items were neutral. We continue our efforts to optimize our working capital management.
Employee-related obligations, as of June 30, 2026 were $488 million, compared to $739 million as of December 31, 2025. The decrease in the first six months of 2026 was mainly due to performance incentive payments to employees for 2025, partially offset by an accrual for performance incentive payments to employees for 2026.
Cash investment in property, plant and equipment and intangible assets in the second quarter of 2026 was $104 million compared to $96 million in the second quarter of 2025. Depreciation in the second quarter of 2026 was $102 million compared to $103 million in the second quarter of 2025.
Cash and cash equivalents as of June 30, 2026, were $3,655 million, compared to $3,556 million as of December 31, 2025. See also the statement of cash flows included in our consolidated financial statements.
Our cash on hand that is not used for ongoing operations is generally invested in bank deposits as well as liquid securities that bear fixed and floating rates.
Teva’s principal sources of short-term liquidity are its cash on hand, existing cash investments, liquid securities and available credit facilities, primarily its $1.8 billion unsecured syndicated sustainability-linked revolving credit facility, entered into in April 2022, as amended most recently in December 2025 (“RCF”). See note 7 to our consolidated financial statements.
Debt Balance and Movements
As of June 30, 2026, our debt was $16,593 million, compared to $16,807 million as of December 31, 2025. This decrease was mainly due to $201 million in exchange rate fluctuations.
In February 2026, we repaid $23 million of the 0.25% convertible senior debentures at maturity.
As of June 30, 2026, 57% of our debt was denominated in U.S. dollars, with the remainder denominated in euros.
The portion of total debt classified as short-term as of June 30, 2026 was 27% compared to 11% as of December 31, 2025.
Our financial leverage, which is the ratio between our debt and the sum of our debt and equity, was 68% as of June 30, 2026 and December 31, 2025. Our average debt maturity was approximately 5.1 years as of June 30, 2026, compared to 5.6 years as of December 31, 2025.
Total Equity
Total equity was $7,757 million as of June 30, 2026, compared to $7,914 million as of December 31, 2025. This decrease was mainly due to net loss attributable to Teva of $207 million.
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Exchange rate fluctuations affected our balance sheet, as approximately 60% of our net assets as of June 30, 2026 (including both monetary and non-monetary assets) were in currencies other than the U.S. dollar. When compared to December 31, 2025, changes in currency rates as of June 30, 2026, had a negative impact of $71 million on our equity. The following main currencies decreased in value against the U.S. dollar: Indian rupee by 5%, Polish złoty by 4%, Canadian dollar by 4%, Japanese yen by 3%, euro by 3%, Chilean peso by 2%, Peruvian nuevo sol by 2%, British pound by 2% and Swiss franc by 2%. The following main currencies increased in value against the U.S. dollar: Russian ruble by 3% and Mexican peso by 3%. All comparisons are on a year-to-date basis.
Cash Flow
We continually seek to improve the efficiency of our working capital management. Periodically, as part of our cash and commercial relationship management activities, we make decisions in our commercial, supply chain, and other activities which drive an optimization of our inventory levels, an acceleration of receivable payments from customers, or deceleration of payments to vendors, including timing of payments related to legal settlements, tax authorities and other matters. 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. In connection with these efforts, we have been able to secure more favorable payment terms from many of our vendors and expect to continue with these efforts in future periods. 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. Such decisions have had and may in the future have a material impact on our annual operating cash flow measurement and results of operations.
Cash flow generated from operating activities during the second quarter of 2026 was $411 million compared to $227 million in the second quarter of 2025. The higher cash flow generated from operating activities in the second quarter of 2026 was mainly due to lower contingent consideration payments and lower tax payments, partially offset by higher legal settlement payments.
During the second quarter of 2026, we generated free cash flow of $622 million, which we define as comprising: $411 million in cash flow generated from operating activities, $311 million in beneficial interest collected in exchange for securitized accounts receivables (under our EU securitization program) and $4 million of proceeds from the sale of businesses and long-lived assets, partially offset by $104 million in cash used for capital investments. During the second quarter of 2025, we generated free cash flow of $476 million, which we define as comprising $227 million in cash flow generated from operating activities, $336 million in beneficial interest collected in exchange for securitized accounts receivables (under our EU securitization program) and $9 million of proceeds from the sale of businesses and long-lived assets, partially offset by $96 million in cash used for capital investments. The increase in the second quarter of 2026 resulted mainly from higher cash flow generated from operating activities, as discussed above.
Dividends
We have not paid dividends on our ordinary shares or American Depositary Shares (ADSs) since December 2017.
Commitments
In addition to financing obligations under short-term debt and long-term senior notes and loans and debentures, our major contractual obligations and commercial commitments include leases, royalty payments, contingent payments pursuant to acquisition agreements, collaboration agreements, development funding agreements and participation in joint ventures associated with R&D activities. For further information on these agreements see note 2 to our consolidated financial statements.
We are committed to paying royalties, subject to the terms of applicable agreements, to the owners of know-how, partners in alliances and certain other arrangements, and to parties that financed R&D at a wide range of rates as a percentage of sales of certain products, as defined in the agreements. In some cases, the royalty period is not defined under the applicable agreement; in other cases, royalties will be paid over various periods not exceeding 20 years.
In connection with certain development, supply and marketing, and research and collaboration or services agreements, we are required to indemnify the parties to such agreements against third-party claims relating to (i) infringement or violation of intellectual property or other rights of such third party; or (ii) damages to users of the related products. Except as described in our financial statements, we are not aware of any material pending action that may result in the counterparties to these agreements claiming such indemnification.
Non-GAAP Net Income and Non-GAAP EPS Data
We present non-GAAP net income and non-GAAP earnings per share (“EPS”) as management believes that such data provide useful information to investors because they are used by management and our Board of Directors, in conjunction with other performance metrics, to evaluate our operational performance, to prepare and evaluate our work plans and annual budgets and ultimately to evaluate the performance of management, including annual compensation. While other qualitative factors and judgment also affect annual compensation, the principal quantitative elements in the determination of such compensation are performance targets tied to the work plan, which are based on these non-GAAP measures.
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Non-GAAP financial measures have no standardized meaning and accordingly have limitations in their usefulness to investors. Investors are cautioned that, unlike financial measures prepared in accordance with U.S. GAAP, non-GAAP measures may not be comparable with the calculation of similar measures for other companies. These non-GAAP financial measures are presented solely to permit investors to more fully understand how management assesses our performance. The limitations of using non-GAAP financial measures as performance measures are that they provide a view of our results of operations without including all events during a period and may not provide a comparable view of our performance to other companies in the pharmaceutical industry. Investors should consider non-GAAP net income and non-GAAP EPS in addition to, and not as replacements for, or superior to, measures of financial performance prepared in accordance with GAAP.
In preparing our non-GAAP net income and non-GAAP EPS data, we exclude items that either have a non-recurring impact on our financial performance or which, in the judgment of our management, are items that, either as a result of their nature or size, could, were they not excluded, potentially cause investors to extrapolate future performance from an improper base that is not reflective of our underlying business performance. Certain of these items are also excluded because of the difficulty in predicting their timing and scope. The items excluded from our non-GAAP net income and non-GAAP EPS include:
| • | amortization of purchased intangible assets; |
| • | 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 loss (gain) on sale of businesses, 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 significant costs for remediation of plants, or other unusual events; and |
| • | corresponding tax effects of the foregoing items. |
77
The following tables present our non-GAAP net income and non-GAAP EPS for the three and six months ended June 30, 2026 and 2025, as well as reconciliations of each measure to their nearest GAAP equivalents:
| Three months ended | Six months ended | |||||||||||||||
| June 30, | June 30, | |||||||||||||||
| ($ in millions except per share amounts) | 2026 | 2025 | 2026 | 2025 | ||||||||||||
| Net income (Loss) attributable to Teva |
($) | (576 | ) | 282 | ($) | (207 | ) | 497 | ||||||||
| Increase (decrease) for excluded items: |
||||||||||||||||
| Amortization of purchased intangible assets |
139 | 148 | 276 | 292 | ||||||||||||
| Legal settlements and loss contingencies(1) |
230 | 166 | 302 | 249 | ||||||||||||
| Impairment of long-lived assets(2) |
113 | 99 | 122 | 177 | ||||||||||||
| Restructuring costs(3) |
38 | 154 | 63 | 168 | ||||||||||||
| Equity compensation |
40 | 38 | 83 | 72 | ||||||||||||
| Contingent consideration |
17 | 19 | 22 | 30 | ||||||||||||
| Financial expenses |
8 | 37 | 21 | 51 | ||||||||||||
| Other non-GAAP items(4) |
29 | 53 | 41 | 118 | ||||||||||||
| Corresponding tax effects and unusual tax items(5) |
(17 | ) | (228 | ) | (82 | ) | (283 | ) | ||||||||
| Non-GAAP net income attributable to Teva |
($) | 21 | 769 | ($) | 642 | 1,371 | ||||||||||
| Non-GAAP tax rate(6) |
86.7 | % | 16.4 | % | 29.6 | % | 16.9 | % | ||||||||
| GAAP diluted earnings (loss) per share attributable to Teva |
($) | (0.49 | ) | 0.24 | ($) | (0.18 | ) | 0.43 | ||||||||
| EPS difference(7) |
0.51 | 0.42 | 0.72 | 0.75 | ||||||||||||
| Non-GAAP diluted EPS attributable to Teva(7) |
($) | 0.02 | 0.66 | ($) | 0.54 | 1.18 | ||||||||||
| Non-GAAP average number of shares (in millions)(7) |
1,181 | 1,161 | 1,179 | 1,159 | ||||||||||||
| (1) | For the three and six months ended June 30, 2026, adjustments for legal settlements and loss contingencies mainly consisted of (a) an estimated provision recorded in connection with one of the Company’s ongoing antitrust litigations in the amount of $117 million, and (b) an update to the estimated settlement provision for the opioid cases (mainly the effect of the passage of time on the net present value of the discounted payments) in the amount of $49 million and $97 million, respectively. |
For the three and six months ended June 30, 2025, adjustments of legal settlements and loss contingencies mainly consisted of (a) an update to the estimated settlement provision for the opioid cases (mainly the effect of the passage of time on the net present value of the discounted payments) in the amount of $47 million and $97 million, respectively, and (b) an update 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 in the amount of $55 million.
| (2) | The expense for the three and six months ended June 30, 2026, was mainly related to an impairment charge of $70 million in connection with a manufacturing facility in Europe. |
For the three months ended June 30, 2025, the adjustment for impairment of long-lived assets consisted of (a) impairment of long-lived assets of $42 million mainly related to products in the U.S. and Europe, and (b) $55 million related to the held for sale measurement of the API business (including its R&D, manufacturing and commercial activities), which includes a favorable impact related to the expected gain from the reclassification of currency translation adjustments. For the six months ended June 30, 2025, the adjustment for impairment of long-lived assets was mainly related to products in the U.S. and Europe.
| (3) | In the three and six months ended June 30, 2025, Teva recorded $154 million and $168 million, respectively, of restructuring expenses primarily related to optimization activities in connection with Teva’s Transformation programs related to Teva’s global organization and operations mainly through headcount reduction. |
| (4) | Other non-GAAP items include other exceptional items that we believe are sufficiently large that their exclusion is important to facilitate an understanding of trends in our financial results, primarily related to the rationalization of our plants, accelerated depreciation, material litigation fees and other unusual events. |
| (5) | Adjustments for corresponding tax effects and unusual tax items exclusively consisted of the tax impact directly attributable to the pre-tax items that are excluded from non-GAAP net income included in the other adjustments to this table. |
| (6) | 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. Our non-GAAP tax rate in the second quarter of 2026 was mainly affected by an unfavorable tax impact of a non-deductible acquired IPR&D charge related to the acquisition of Emalex and its primary asset ecopipam (EBS-101), the generation of profits in various jurisdictions in which tax rates are different than the Israeli tax rate and other infrequent or non-recurring items. |
| (7) | 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. |
78
Off-Balance Sheet Arrangements
We do not have any material off-balance sheet arrangements, except for: (i) surety underwritten guarantees Teva has provided the European Commission in an amount of euro 462.2 million, together with specified post-decision interest, which remain in force for three years, and which includes substantially similar covenants as our RCF, as disclosed in note 7 to our consolidated financial statements, and (ii) securitization transactions, which are disclosed in note 10f to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025.
Critical Accounting Policies
For a summary of our significant accounting policies, see note 1 to our consolidated financial statements and “Critical Accounting Policies” included in our Annual Report on Form 10-K for the year ended December 31, 2025.
Recently Issued Accounting Pronouncements
See note 1 to our consolidated financial statements.
| ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
There has not been any material change in our assessment of market risk as set forth in Part II, Item 7A to our Annual Report on Form 10-K for the year ended December 31, 2025.
| ITEM 4. | CONTROLS AND PROCEDURES |
Disclosure Controls and Procedures
Teva maintains “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) that are designed to provide reasonable assurance that information required to be disclosed in Teva’s reports filed or submitted under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to Teva’s management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objective.
After evaluating the effectiveness of our disclosure controls and procedures as of June 30, 2026, our Chief Executive Officer and Chief Financial Officer concluded that, as of such date, Teva’s disclosure controls and procedures were effective at the reasonable assurance level.
Changes in Internal Control over Financial Reporting
During the three months ended June 30, 2026, there was no change in Teva’s internal control over financial reporting that materially affected or is reasonably likely to materially affect Teva’s internal control over financial reporting.
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ITEM 1. |
LEGAL PROCEEDINGS |
ITEM 1A. |
RISK FACTORS |
ITEM 2. |
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS |
ITEM 3. |
DEFAULTS UPON SENIOR SECURITIES |
ITEM 4. |
MINE SAFETY DISCLOSURES |
ITEM 5. |
OTHER INFORMATION |
| Name and Title |
Date |
Expiration Date |
Maximum Shares Subject to Plan (1) |
|||||||
| Evan Lippman, EVP, Business Development |
May 16, 2026 | May 18, 2027 | 74,281 | |||||||
| Richard D. Francis, President and CEO |
June 15, 2026 | November 27, 2026 | 500,000 | |||||||
| Brian P. Savage, Interim Chief Legal Officer |
June 16, 2026 | March 8, 2027 | 13,627 | |||||||
(1) |
Certain plans include shares to be sold solely to cover tax withholding obligations. |
ITEM 6. EXHIBITS
| 4.1 | Form of Amendment No. 1 to Second Amended and Restated Deposit Agreement among Teva Pharmaceutical Industries Limited, Citibank, N.A., as depositary, and the holders from time to time of Shares * | |
| 31.1 | Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 * | |
| 31.2 | Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 * | |
| 32 | Certification of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 * | |
| 99.1 | Form of Notice of Amendment of the Deposit Agreement and Termination of the ADS Program for Teva Pharmaceutical Industries Limited to Holders of ADSs of Teva Pharmaceutical Industries Limited * | |
| 101.INS | Inline XBRL Taxonomy Instance Document | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | |
| * | Filed herewith. |
82
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| TEVA PHARMACEUTICAL INDUSTRIES LIMITED | ||||||
| Date: July 29, 2026 | By: | /s/ Eli Kalif | ||||
| Name: |
Eli Kalif | |||||
| Title: |
Executive Vice President, Chief Financial Officer (Duly Authorized Officer) | |||||
83
Exhibit 4.1
TEVA PHARMACEUTICAL INDUSTRIES LIMITED
and
CITIBANK, N.A.,
as Depositary,
and
ALL HOLDERS AND BENEFICIAL OWNERS OF
AMERICAN DEPOSITARY SHARES
OUTSTANDING UNDER THE TERMS OF THE
SECOND AMENDED AND RESTATED DEPOSIT AGREEMENT,
DATED AS OF DECEMBER 4, 2018
Amendment No. 1
to
Second Amended and Restated Deposit Agreement
Dated as of August [], 2026
Table of Contents
| Page | ||||
| ARTICLE I |
||||
| DEFINITIONS |
2 | |||
| Section 1.1 Definitions |
2 | |||
| Section 1.2 Effective Date |
2 | |||
| ARTICLE II |
||||
| AMENDMENTS TO DEPOSIT AGREEMENT |
2 | |||
| Section 2.1 Deposit Agreement |
2 | |||
| Section 2.2 Amendments Binding on all Holders and Beneficial Owners |
2 | |||
| Section 2.3 Mandatory Exchange Termination Provision |
3 | |||
| ARTICLE III |
||||
| AMENDMENTS TO THE FORM OF ADR |
4 | |||
| Section 3.1 ADR Amendments |
4 | |||
| ARTICLE IV |
||||
| REPRESENTATIONS AND WARRANTIES |
6 | |||
| Section 4.1 Representations and Warranties |
6 | |||
| ARTICLE V |
||||
| MISCELLANEOUS |
7 | |||
| Section 5.1 New ADRs |
7 | |||
| Section 5.2 Notice of Amendment to Holders of ADSs |
7 | |||
| Section 5.3 Indemnification |
7 | |||
| Section 5.4 Ratification |
7 | |||
| Section 5.5 Governing Law |
7 | |||
| Section 5.6 Counterparts |
7 | |||
| EXHIBIT A – FORM OF ADR |
A-1 | |||
| EXHIBIT B – DEPOSITARY NOTICE TO ADS HOLDERS |
B-1 | |||
AMENDMENT NO. 1 TO DEPOSIT AGREEMENT
AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED DEPOSIT AGREEMENT, dated as of August [], 2026 (“Amendment No. 1”), by and among Teva Pharmaceutical Industries Limited, a company incorporated under the laws of the State of Israel, and its successors (the “Company”), Citibank, N.A., a national banking association organized under the laws of the United States of America (the “Depositary”), and all Holders and Beneficial Owners of American Depositary Shares issued and outstanding as of the date hereof pursuant to the Deposit Agreement (as defined below).
WITNESSETH THAT:
WHEREAS, the Company, and the Depositary entered into that certain Second Amended and Restated Deposit Agreement, dated as of December 4, 2018 (the “Deposit Agreement”), for the creation of ADSs (as defined in the Deposit Agreement) representing the Shares (as defined in the Deposit Agreement and hereinafter used as so defined) deposited thereunder and for the execution and delivery of American Depositary Receipts (“ADRs”) in respect of the ADSs; and
WHEREAS, the Company desires to (a) include a mandatory cancellation and exchange process, to be implemented at the instruction, or with the consent, of the Company, in the event of the termination of the ADR program, (b) amend the Deposit Agreement, the ADRs currently outstanding, and the form of ADR annexed as Exhibit A to the Deposit Agreement, in each case pursuant to Section 6.1 of the Deposit Agreement, to reflect such change, and (c) give notice thereof to all Holders (as defined in the Deposit Agreement) of ADSs.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Depositary hereby agree to amend the Deposit Agreement, the ADRs currently outstanding, and the form of ADR annexed as Exhibit A to the Deposit Agreement as follows:
ARTICLE I
DEFINITIONS
Section 1.1 Definitions. Unless otherwise specified in this Amendment No. 1, all capitalized terms used, but not defined, herein shall have the meanings ascribed to such terms in the Deposit Agreement.
Section 1.2 Effective Date. The term “Effective Date” shall mean the date set forth above and as of which this Amendment No. 1 shall become effective.
ARTICLE II
AMENDMENTS TO DEPOSIT AGREEMENT
Section 2.1 Deposit Agreement. All references in the Deposit Agreement to the term “Deposit Agreement” shall, as of the Effective Date, refer to the Deposit Agreement, dated as of December 4, 2018, as amended by this Amendment No. 1, and as further amended and supplemented after the Effective Date.
Section 2.2 Amendments Binding on all Holders and Beneficial Owners. From and after the Effective Date, the amendments to the Deposit Agreement, the ADRs currently outstanding, and the form of ADR annexed as Exhibit A to the Deposit Agreement effected hereby shall be binding on all Holders and Beneficial Owners of ADSs issued and outstanding as of the Effective Date and on all Holders and Beneficial Owners of ADSs issued after the Effective Date.
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Section 2.3 Mandatory Exchange Termination Provision.
(a) Section 6.2 of the Deposit Agreement is hereby amended by deleting the third paragraph in such section as of the Effective Date and replacing it with the following in its stead:
“Notwithstanding anything contained in the Deposit Agreement or any ADR, in connection with the termination of the Deposit Agreement, the Depositary shall, at the instruction of the Company only, distribute to all Holders in a mandatory exchange for, and upon a mandatory cancellation of, their ADSs the corresponding Deposited Securities evidenced by the ADSs so cancelled, upon such terms and conditions as the Depositary may deem reasonably practicable and appropriate, subject however, in each case, to the limitations of the laws of Israel and to receipt by the Depositary of (i) confirmation of satisfaction by the Company of the applicable registration requirements under the Securities Act and the Exchange Act, and (ii) payment of the applicable taxes and the ADS fees and charges of, and reimbursement of the applicable expenses incurred by, the Depositary (including, without limitation, the fees and expenses of counsel to Depositary). The mandatory exchange of cancelled ADSs for Deposited Securities may involve the release by the Depositary and/or the Custodian of Deposited Securities to the Company to be held on deposit for Holders and Beneficial Owners of the ADSs cancelled. In the event of such mandatory exchange and cancellation of ADSs for Deposited Securities, the Depositary shall give notice thereof to the Holders of ADSs at least thirty (30) calendar days prior the Termination Date, shall require the Holders of ADRs to surrender their ADRs in exchange for the corresponding Deposited Securities, and shall cancel all ADSs (and, if applicable, the ADRs representing such ADSs) received in exchange for the corresponding Deposited Securities. Upon completion such mandatory exchange of the ADSs for Deposited Securities, the ADSs so converted shall be cancelled, the Depositary shall be discharged from all obligations under the Deposit Agreement except (i) to account for such mandatory exchange (e.g. by providing applicable records to the Company), and (ii) as may be required at law in connection with the termination of the Deposit Agreement, and, if applicable, the Company shall be the holder of any Deposited Securities surrendered to it by the Depositary and/or the Custodian on behalf of the Holders and Beneficial Owners of the ADSs so cancelled. Notwithstanding the foregoing, the obligations of the Company to the Depositary under Sections 5.8, 5.9, 6.2 and 7.6 of the Deposit Agreement shall remain in full force and effect following any mandatory exchange and mandatory cancellation hereunder.”
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ARTICLE III
AMENDMENTS TO THE FORM OF ADR
Section 3.1 ADR Amendments.
(a) The first sentence of Paragraph (1) of the form of ADR attached as Exhibit A to the Deposit Agreement and in each of the ADRs issued and outstanding under the terms of the Deposit Agreement is hereby amended as of the Effective Date by deleting such sentence in its entirety and inserting the following in its stead:
“This American Depositary Receipt is one of an issue of American Depositary Receipts (“ADRs”), all issued and to be issued upon the terms and conditions set forth in the Second Amended and Restated Deposit Agreement, dated as of December 4, 2018, as amended by Amendment No. 1 to Second Amended and Restated Deposit Agreement, dated as of August [], 2026 (as so amended and as further amended and supplemented from time to time, the “Deposit Agreement”), by and among the Company, the Depositary, and all Holders and Beneficial Owners from time to time of ADSs issued thereunder.”
(b) Paragraph (24) of the form of ADR attached as Exhibit A to the Deposit Agreement and in each of the ADRs issued and outstanding under the terms of the Deposit Agreement is hereby amended as of the Effective Date by deleting such paragraph in its entirety and inserting the following in its stead:
“The Depositary shall, at any time at the written direction of the Company, terminate the Deposit Agreement by distributing notice of such termination to the Holders of all ADSs then outstanding at least thirty (30) days prior to the date fixed in such notice for such termination. If (i) ninety (90) days shall have expired after the Depositary shall have delivered to the Company a written notice of its election to resign, or (ii) the Company shall have delivered to the Depositary a written notice of the removal of the Depositary, and, in either case, a successor depositary shall not have been appointed and accepted its appointment as provided in Section 5.4 of the Deposit Agreement, the Depositary may terminate the Deposit Agreement by distributing notice of such termination to the Holders of all ADSs then outstanding at least thirty (30) days prior to the date fixed in such notice for such termination. The date so fixed for termination of the Deposit Agreement in any termination notice so distributed by the Depositary to the Holders of ADSs is referred to as the “Termination Date”. Until the Termination Date, the Depositary shall continue to perform all of its obligations under the Deposit Agreement, and the Holders and Beneficial Owners will be entitled to all of their rights under the Deposit Agreement. If any ADSs shall remain outstanding after the Termination Date, the Registrar and the Depositary shall not, after the Termination Date, have any obligation to perform any further acts under the Deposit Agreement, except that the Depositary shall, subject, in each case, to the terms and conditions of the Deposit Agreement, continue to (i) collect dividends and other distributions pertaining to Deposited Securities, (ii) sell Deposited Property
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received in respect of Deposited Securities, (iii) deliver Deposited Securities, together with any dividends or other distributions received with respect thereto and the net proceeds of the sale of any other Deposited Property, in exchange for ADSs surrendered to the Depositary (after deducting, or charging, as the case may be, in each case, the fees and charges of, and expenses incurred by, the Depositary, and all applicable taxes or governmental charges for the account of the Holders and Beneficial Owners, in each case upon the terms set forth in Section 5.9 of the Deposit Agreement), and (iv) take such actions as may be required under applicable law in connection with its role as Depositary under the Deposit Agreement.
Notwithstanding anything contained in the Deposit Agreement or any ADR, in connection with the termination of the Deposit Agreement, the Depositary shall, at the instruction of the Company only, distribute to all Holders in a mandatory exchange for, and upon a mandatory cancellation of, their ADSs the corresponding Deposited Securities evidenced by the ADSs so cancelled, upon such terms and conditions as the Depositary may deem reasonably practicable and appropriate, subject however, in each case, to the limitations of the laws of Israel and to receipt by the Depositary of (i) confirmation of satisfaction by the Company of the applicable registration requirements under the Securities Act and the Exchange Act, and (ii) payment of the applicable taxes and the ADS fees and charges of, and reimbursement of the applicable expenses incurred by, the Depositary (including, without limitation, the fees and expenses of counsel to Depositary). The mandatory exchange of cancelled ADSs for Deposited Securities may involve the release by the Depositary and/or the Custodian of Deposited Securities to the Company to be held on deposit for Holders and Beneficial Owners of the ADSs cancelled. In the event of such mandatory exchange and cancellation of ADSs for Deposited Securities, the Depositary shall give notice thereof to the Holders of ADSs at least thirty (30) calendar days prior the Termination Date, shall require the Holders of ADRs to surrender their ADRs in exchange for the corresponding Deposited Securities, and shall cancel all ADSs (and, if applicable, the ADRs representing such ADSs) received in exchange for the corresponding Deposited Securities. Upon completion such mandatory exchange of the ADSs for Deposited Securities, the ADSs so converted shall be cancelled, the Depositary shall be discharged from all obligations under the Deposit Agreement except (i) to account for such mandatory exchange (e.g. by providing applicable records to the Company), and (ii) as may be required at law in connection with the termination of the Deposit Agreement, and, if applicable, the Company shall be the holder of any Deposited Securities surrendered to it by the Depositary and/or the Custodian on behalf of the Holders and Beneficial Owners of the ADSs so cancelled. Notwithstanding the foregoing, the obligations of the Company to the Depositary under Sections 5.8, 5.9, 6.2 and 7.6 of the Deposit Agreement shall remain in full force and effect following any mandatory exchange and mandatory cancellation hereunder.”
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ARTICLE IV
REPRESENTATIONS AND WARRANTIES
Section 4.1 Representations and Warranties. The Company represents and warrants to, and agrees with, the Depositary and the Holders and Beneficial Owners, that:
(a) This Amendment No. 1, when executed and delivered by the Company, and the Deposit Agreement and all other documentation executed and delivered by the Company in connection therewith, will be and have been, respectively, duly and validly authorized, executed, and delivered by the Company, and constitute the legal, valid, and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, subject to bankruptcy, insolvency, fraudulent transfer, moratorium, and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles; and
(b) In order to ensure the legality, validity, enforceability, or admissibility into evidence of this Amendment No. 1 or the Deposit Agreement as amended hereby, or any other document furnished hereunder or thereunder, none of such agreements need to be filed or recorded with any court or other authority in Israel, nor does any stamp or similar tax need be paid in Israel on or in respect of such agreements; and
(c) All of the information provided to the Depositary by the Company in connection with this Amendment No. 1 is true, accurate, and correct.
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ARTICLE V
MISCELLANEOUS
Section 5.1 New ADRs. From and after the Effective Date, the Depositary shall arrange to have new ADRs printed to reflect the changes to the form of ADR effected by this Amendment No. 1. All ADRs issued hereunder after the Effective Date, whether upon the deposit of Shares or other Deposited Securities or upon the transfer, combination, or split up of existing ADRs, shall be substantially in the form of the specimen ADR attached as Exhibit A hereto. ADRs issued prior or subsequent to the date hereof, which do not reflect the changes to the form of ADR effected hereby, may, but are not required to, be returned to the Depositary for exchange. The Depositary is authorized and directed to take any and all actions deemed necessary to effect the foregoing.
Section 5.2 Notice of Amendment to Holders of ADSs. The Depositary is hereby directed to send a notice informing the Holders of ADSs, inter alia, (i) of the terms of this Amendment No. 1, (ii) of the Effective Date of this Amendment No. 1, and (iii) that copies of this Amendment No. 1 may be retrieved from the Commission’s website at https://www.sec.gov and may be obtained from the Depositary upon request. The notice to Holders of ADSs shall be substantially in the form of Exhibit B attached hereto.
Section 5.3 Indemnification. The indemnification provision in Section 5.8 of the Deposit Agreement shall apply equally to this Amendment No. 1.
Section 5.4 Ratification. Except as expressly amended hereby, the terms, covenants, and conditions of the Deposit Agreement as originally executed shall remain in full force and effect.
Section 5.5 Governing Law. This Amendment No. 1 shall be governed by and construed in accordance with the laws of the State of New York.
Section 5.6 Counterparts. This Amendment No. 1 may be executed in any number of counterparts, each of which shall be deemed an original, and all of such counterparts together shall be deemed an original, and all such counterparts together shall constitute one and the same agreement.
[Signature page on following page]
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IN WITNESS WHEREOF, the Company and the Depositary have caused this Amendment No. 1 to be executed by representatives thereunto duly authorized as of the date set forth above.
| TEVA PHARMACEUTICAL INDUSTRIES LIMITED | ||
| By: |
| |
| Name: | ||
| Title: | ||
| By: |
| |
| Name: | ||
| Title: | ||
| CITIBANK, N.A., as Depositary | ||
| By: |
| |
| Name: | ||
| Title: | ||
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EXHIBIT A
[FORM OF ADR]
| Number | CUSIP NUMBER: _______ | |||
| |
American Depositary Shares (each American Depositary Share representing the right to receive one (1) fully paid ordinary share) |
|
AMERICAN DEPOSITARY RECEIPT
for
AMERICAN DEPOSITARY SHARES
representing
DEPOSITED ORDINARY SHARES
of
TEVA PHARMACEUTICAL INDUSTRIES LIMITED
(Incorporated under the laws of the State of Israel)
CITIBANK, N.A., a national banking association organized and existing under the laws of the United States of America, as depositary (the “Depositary”), hereby certifies that _____________is the owner of ______________ American Depositary Shares (hereinafter “ADS”) representing deposited ordinary shares, including evidence of rights to receive such ordinary shares, par value 0.10 NIS per share (the “Shares”), of TEVA PHARMACEUTICAL INDUSTRIES LIMITED, a company incorporated under the laws of the State of Israel (the “Company”). As of the date of issuance of this ADR, each ADS represents the right to receive one (1) Share deposited under the Deposit Agreement (as hereinafter defined) with the Custodian, which at the date of issuance of this ADR is Citibank Tel Aviv (the “Custodian”). The ADS(s)-to-Share(s) ratio is subject to amendment as provided in Articles IV and VI of the Deposit Agreement. The Depositary’s Principal Office is located at 388 Greenwich Street, New York, New York 10013, U.S.A.
A-1
(1) The Deposit Agreement. This American Depositary Receipt is one of an issue of American Depositary Receipts (“ADRs”), all issued and to be issued upon the terms and conditions set forth in the Second Amended and Restated Deposit Agreement, dated as of December 4, 2018, as amended by Amendment No. 1 to Second Amended and Restated Deposit Agreement, dated as of August [], 2026 (as so amended and as further amended and supplemented from time to time, the “Deposit Agreement”), by and among the Company, the Depositary, and all Holders and Beneficial Owners from time to time of ADSs issued thereunder. The Deposit Agreement sets forth the rights and obligations of Holders and Beneficial Owners of ADSs and the rights and duties of the Depositary in respect of the Shares deposited thereunder and any and all other Deposited Property (as defined in the Deposit Agreement) from time to time received and held on deposit in respect of the ADSs. Copies of the Deposit Agreement are on file at the Principal Office of the Depositary and with the Custodian. Each Holder and each Beneficial Owner, upon acceptance of any ADSs (or any interest therein) issued in accordance with the terms and conditions of the Deposit Agreement, or by continuing to hold, from and after the date hereof any American depositary shares issued and outstanding under the Original Deposit Agreement, shall be deemed for all purposes to (a) be a party to and bound by the terms of the Deposit Agreement and the applicable ADR(s) (subject to Section 7.11 of the Deposit Agreement), and (b) appoint the Depositary its attorney-in-fact, with full power to delegate, to act on its behalf and to take any and all actions contemplated in the Deposit Agreement and the applicable ADR(s), to adopt any and all procedures necessary to comply with applicable law and to take such action as the Depositary in accordance with the Deposit Agreement and in its discretion may deem necessary or appropriate to carry out the purposes of the Deposit Agreement and the applicable ADR(s), the taking of such actions to be the conclusive determinant of the necessity and appropriateness thereof. The manner in which a Beneficial Owner holds ADSs (e.g., in a brokerage account vs. as registered holder) may affect the rights and obligations of, the manner in which, and the extent to which, services are made available to, Beneficial Owners pursuant to the terms of the Deposit Agreement.
The statements made on the face and reverse of this ADR are summaries of certain provisions of the Deposit Agreement and the Articles of Association (as in effect on the date of the signing of the Deposit Agreement) and are qualified by and subject to the detailed provisions of the Deposit Agreement and the Articles of Association, to which reference is hereby made.
All capitalized terms not defined herein shall have the meanings ascribed thereto in the Deposit Agreement.
The Depositary makes no representation or warranty as to the validity or worth of the Deposited Property. The Depositary has made arrangements for the acceptance of the ADSs into DTC. Each Beneficial Owner of ADSs held through DTC must rely on the procedures of DTC and the DTC Participants to exercise and be entitled to any rights attributable to such ADSs. The Depositary may issue Uncertificated ADSs subject, however, to the terms and conditions of Section 2.13 of the Deposit Agreement.
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(2) Surrender of ADSs and Withdrawal of Deposited Securities. The Holder of this ADR (and of the ADSs evidenced hereby) shall be entitled to Delivery (at the Custodian’s designated office) of the Deposited Securities at the time represented by the ADSs evidenced hereby upon satisfaction of each of the following conditions: (i) the Holder (or a duly-authorized attorney of the Holder) has duly Delivered to the Depositary at its Principal Office the ADSs evidenced hereby (and if applicable, this ADR evidencing such ADSs) for the purpose of withdrawal of the Deposited Securities represented thereby, (ii) if applicable and so required by the Depositary, this ADR Delivered to the Depositary for such purpose has been properly endorsed in blank or is accompanied by proper instruments of transfer in blank (including signature guarantees in accordance with standard securities industry practice), (iii) if so required by the Depositary, the Holder of the ADSs has executed and delivered to the Depositary a written order directing the Depositary to cause the Deposited Securities being withdrawn to be Delivered to or upon the written order of the person(s) designated in such order, and (iv) all applicable fees and charges of, and expenses incurred by, the Depositary and all applicable taxes and governmental charges (as are set forth in Section 5.9 of, and Exhibit B to, the Deposit Agreement) have been paid, subject, however, in each case, to the terms and conditions of this ADR evidencing the surrendered ADSs, of the Deposit Agreement, of the Articles of Association and of any applicable laws and the rules of the applicable book-entry settlement system, if available, and to any provisions of or governing the Deposited Securities, in each case as in effect at the time thereof.
Upon satisfaction of each of the conditions specified above, the Depositary (i) shall cancel the ADSs Delivered to it (and, if applicable, this ADR(s) evidencing the ADSs so Delivered), (ii) shall direct the Registrar to record the cancellation of the ADSs so Delivered on the books maintained for such purpose, and (iii) shall direct the Custodian to Deliver, or cause the Delivery of, in each case, without unreasonable delay, the Deposited Securities represented by the ADSs so canceled together with any certificate or other document of title for the Deposited Securities, or evidence of the electronic transfer thereof (if available), as the case may be, to or upon the written order of the person(s) designated in the order delivered to the Depositary for such purpose, subject however, in each case, to the terms and conditions of the Deposit Agreement, of this ADR evidencing the ADS so canceled, of the Articles of Association, of any applicable laws and of the rules of the applicable book-entry settlement system, if available, and to the terms and conditions of or governing the Deposited Securities, in each case as in effect at the time thereof.
The Depositary shall not accept for surrender ADSs representing less than one (1) Share. In the case of Delivery to it of ADSs representing a number other than a whole number of Shares, the Depositary shall cause ownership of the appropriate whole number of Shares to be Delivered in accordance with the terms hereof, and shall, at the discretion of the Depositary, either (i) return to the person surrendering such ADSs the number of ADSs representing any remaining fractional Share, or (ii) sell or cause to be sold the fractional Share represented by the ADSs so surrendered and remit the proceeds of such sale (net of (a) applicable fees and charges of, and expenses incurred by, the Depositary and (b) applicable taxes required to be withheld or paid as a result of such sale) to the person surrendering the ADSs.
Notwithstanding anything else contained in this ADR or the Deposit Agreement, the Depositary may make delivery at the Principal Office of the Depositary of Deposited Property consisting of (i) any cash dividends or cash distributions, or (ii) any proceeds from the sale of any non-cash distributions, which are at the time held by the Depositary in respect of the Deposited Securities represented by the ADSs surrendered for cancellation and withdrawal. At
A-3
the request, risk and expense of any Holder so surrendering ADSs represented by this ADR, and for the account of such Holder, the Depositary shall direct the Custodian to forward (to the extent permitted by law) any Deposited Property (other than Deposited Securities) held by the Custodian in respect of such ADSs to the Depositary for delivery at the Principal Office of the Depositary. Such direction shall be given by letter or, at the request, risk and expense of such Holder, by cable, telex or facsimile transmission.
(3) Transfer, Combination and Split-up of ADRs. The Registrar shall register the transfer of this ADR (and of the ADSs represented hereby) on the books maintained for such purpose and the Depositary shall (x) cancel this ADR and execute new ADRs evidencing the same aggregate number of ADSs as those evidenced by this ADR canceled by the Depositary, (y) cause the Registrar to countersign such new ADRs, and (z) Deliver such new ADRs to or upon the order of the person entitled thereto, if each of the following conditions has been satisfied: (i) this ADR has been duly Delivered by the Holder (or by a duly authorized attorney of the Holder) to the Depositary at its Principal Office for the purpose of effecting a transfer thereof, (ii) this surrendered ADR has been properly endorsed or is accompanied by proper instruments of transfer (including signature guarantees in accordance with standard securities industry practice), (iii) this surrendered ADR has been duly stamped (if required by the laws of the State of New York or of the United States), and (iv) all applicable fees and charges of, and expenses incurred by, the Depositary and all applicable taxes and governmental charges (as are set forth in Section 5.9 of, and Exhibit B to, the Deposit Agreement) have been paid, subject, however, in each case, to the terms and conditions of this ADR, of the Deposit Agreement and of applicable law, in each case as in effect at the time thereof.
The Registrar shall register the split-up or combination of this ADR (and of the ADSs represented hereby) on the books maintained for such purpose and the Depositary shall (x) cancel this ADR and execute new ADRs for the number of ADSs requested, but in the aggregate not exceeding the number of ADSs evidenced by this ADR canceled by the Depositary, (y) cause the Registrar to countersign such new ADRs and (z) Deliver such new ADRs to or upon the order of the Holder thereof, if each of the following conditions has been satisfied: (i) this ADR has been duly Delivered by the Holder (or by a duly authorized attorney of the Holder) to the Depositary at its Principal Office for the purpose of effecting a split-up or combination hereof, and (ii) all applicable fees and charges of, and expenses incurred by, the Depositary and all applicable taxes and governmental charges (as are set forth in Section 5.9 of, and Exhibit B to, the Deposit Agreement) have been paid, subject, however, in each case, to the terms and conditions of this ADR, of the Deposit Agreement and of applicable law, in each case as in effect at the time thereof.
(4) Pre-Conditions to Registration, Transfer, Etc. As a condition precedent to the execution and Delivery, the registration of issuance, transfer, split-up, combination or surrender, of any ADS, the delivery of any distribution thereon, or the withdrawal of any Deposited Property, the Depositary, the Company or the Custodian may require (i) payment from the depositor of Shares or presenter of ADSs or of this ADR of a sum sufficient to reimburse it for any tax or other governmental charge and any stock transfer or registration fee with respect thereto (including any such tax or charge and fee with respect to Shares being deposited or withdrawn) and payment of any applicable fees and charges of the Depositary as provided in Section 5.9 and
A-4
Exhibit B to the Deposit Agreement and in this ADR, (ii) the production of proof satisfactory to it as to the identity and genuineness of any signature or any other matter contemplated by Section 3.1 of the Deposit Agreement, and (iii) compliance with (A) any laws or governmental regulations relating to the execution and Delivery of this ADR or ADSs or to the withdrawal of Deposited Securities and (B) such reasonable regulations as the Depositary and the Company may establish consistent with the provisions of this ADR, if applicable, the Deposit Agreement and applicable law.
The issuance of ADSs against deposits of Shares generally or against deposits of particular Shares may be suspended, or the deposit of particular Shares may be refused, or the registration of transfer of ADSs in particular instances may be refused, or the registration of transfer of ADSs generally may be suspended, during any period when the transfer books of the Company, the Depositary, a Registrar or the Share Registrar are closed or if any such action is deemed necessary or advisable by the Depositary (whereupon the Depositary shall use commercially reasonable efforts to notify the Company promptly following such closure or determination) or the Company, in good faith, at any time or from time to time because of any requirement of law or regulation, any government or governmental body or commission or any securities exchange on which the ADSs or Shares are listed, or under any provision of the Deposit Agreement or this ADR, if applicable, or under any provision of, or governing, the Deposited Securities, or because of a meeting of shareholders of the Company or for any other reason, subject, in all cases to Section 7.8(a) of the Deposit Agreement and paragraph (25) of this ADR. Notwithstanding any provision of the Deposit Agreement or this ADR to the contrary, Holders are entitled to surrender outstanding ADSs to withdraw the Deposited Securities associated therewith at any time subject only to (i) temporary delays caused by closing the transfer books of the Depositary or the Company or the deposit of Shares in connection with voting at a shareholders’ meeting or the payment of dividends, (ii) the payment of fees, taxes and similar charges, (iii) compliance with any U.S. or foreign laws or governmental regulations relating to the ADSs or to the withdrawal of the Deposited Securities, and (iv) other circumstances specifically contemplated by Instruction I.A.(l) of the General Instructions to Form F-6 (as such General Instructions may be amended from time to time).
(5) Compliance With Information Requests. Notwithstanding any other provision of the Deposit Agreement or this ADR, each Holder and Beneficial Owner of the ADSs represented hereby agrees to comply with requests from the Company pursuant to applicable law, the rules and requirements of the stock exchange on which the Shares or ADSs are, or will be, registered, traded or listed, or the Articles of Association, which are made to provide information, inter alia, as to the capacity in which such Holder or Beneficial Owner owns ADSs (and the Shares represented by such ADSs, as the case may be) and regarding the identity of any other person(s) interested in such ADSs and the nature of such interest and various other matters, whether or not they are Holders and/or Beneficial Owners at the time of such request. The Depositary agrees to use its reasonable efforts to assist the Company in obtaining such information, including to forward, upon the request of the Company and at the Company’s expense, any such request from the Company to the Holders and to forward to the Company, as promptly as practicable, any such responses to such requests received by the Depositary.
A-5
(6) Ownership Restrictions. Notwithstanding any other provision contained in this ADR or of the Deposit Agreement to the contrary, the Company may restrict transfers of the Shares where such transfer might result in ownership of Shares exceeding limits imposed by applicable law or the Articles of Association. The Company may also restrict, in such manner as it deems appropriate, transfers of the ADSs where such transfer may result in the total number of Shares represented by the ADSs owned by a single Holder or Beneficial Owner to exceed any such limits. The Company may, in its sole discretion but subject to applicable law, instruct the Depositary to take action with respect to the ownership interest of any Holder or Beneficial Owner in excess of the limits set forth in the preceding sentence, including but not limited to, the imposition of restrictions on the transfer of ADSs, the removal or limitation of voting rights or mandatory sale or disposition on behalf of a Holder or Beneficial Owner of the Shares represented by the ADSs held by such Holder or Beneficial Owner in excess of such limitations, if and to the extent such disposition is permitted by applicable law and the Articles of Association. Nothing herein or in the Deposit Agreement shall be interpreted as obligating the Depositary or the Company to ensure compliance with the ownership restrictions described herein or in Section 3.5 of the Deposit Agreement.
(7) Reporting Obligations and Regulatory Approvals. Applicable laws and regulations may require holders and beneficial owners of Shares, including the Holders and Beneficial Owners of ADSs, to satisfy reporting requirements and obtain regulatory approvals in certain circumstances. Holders and Beneficial Owners of ADSs are solely responsible for determining and complying with such reporting requirements and obtaining such approvals. Each Holder and each Beneficial Owner hereby agrees to make such determination, file such reports, and obtain such approvals to the extent and in the form required by applicable laws and regulations as in effect from time to time. Neither the Depositary, the Custodian, the Company or any of their respective directors, officers, employees, agents or affiliates shall be required to take any actions whatsoever on behalf of Holders or Beneficial Owners to determine or satisfy such reporting requirements or obtain such regulatory approvals under applicable laws and regulations.
(8) Liability for Taxes and Other Charges. Any tax or other governmental charge payable by the Custodian or by the Depositary with respect to any Deposited Property, ADSs or this ADR shall be payable by the Holders and Beneficial Owners to the Depositary. The Company, the Custodian and/or the Depositary may withhold or deduct from any distributions made in respect of Deposited Property held on behalf of such Holder and/or Beneficial Owner, and may sell for the account of a Holder and/or Beneficial Owner any or all of such Deposited Property and apply such distributions and sale proceeds in payment of, any taxes (including applicable interest and penalties) or charges that are or may be payable by Holders or Beneficial Owners in respect of the ADSs, Deposited Property and this ADR, the Holder and the Beneficial Owner hereof remaining liable for any deficiency. The Custodian may refuse the deposit of Shares and the Depositary may refuse to issue ADSs, to deliver ADRs, register the transfer of ADSs, register the split-up or combination of ADRs and (subject to paragraph (25) of this ADR and Section 7.8(a) of the Deposit Agreement) the withdrawal of Deposited Property until payment in full of such tax, charge, penalty or interest is received. Every Holder and Beneficial Owner agrees to indemnify the Depositary, the Company, the Custodian, and any of their agents, officers, directors, employees and Affiliates for, and to hold each of them harmless from, any claims (including, without limitation, by any governmental authority or other person or entity) with
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respect to taxes (including applicable interest and penalties thereon) arising from any tax benefit obtained for such Holder and/or Beneficial Owner. Notwithstanding anything to the contrary contained in the Deposit Agreement or any ADR, the obligations of Holders and Beneficial Owners under Section 3.2 of the Deposit Agreement shall survive any transfer of ADSs, any cancellation of ADSs and withdrawal of Deposited Securities, and the termination of the Deposit Agreement.
(9) Representations and Warranties on Deposit of Shares. Each person depositing Shares under the Deposit Agreement shall be deemed thereby to represent and warrant that (i) such Shares and the certificates therefor are duly authorized, validly issued, fully paid, non-assessable and legally obtained by such person, (ii) all preemptive (and similar) rights, if any, with respect to such Shares have been validly waived or exercised, (iii) the person making such deposit is duly authorized so to do, (iv) the Shares presented for deposit are free and clear of any lien, encumbrance, security interest, charge, mortgage or adverse claim, (v) the Shares presented for deposit are not, and the ADSs issuable upon such deposit will not be, Restricted Securities (except as contemplated in Section 2.14 of the Deposit Agreement), and (vi) the Shares presented for deposit have not been stripped of any rights or entitlements. Such representations and warranties shall survive the deposit and withdrawal of Shares, the issuance and cancellation of ADSs in respect thereof, the transfer of such ADSs and the termination of the Deposit Agreement. If any such representations or warranties are false in any way, the Company and the Depositary shall be authorized, at the cost and expense of the person depositing Shares, to take any and all actions necessary to correct the consequences thereof. By becoming a Holder or Beneficial Owner on the deposit of Shares, each Holder and Beneficial Owner that received ADSs or to whom or upon whose order ADSs were issued on the deposit of Shares agrees and understands that the Depositary, the Custodian and the Company shall be relying on the representations set forth herein with respect to each such deposit and person(s) and, as a result thereof, each such Holder and Beneficial Owner agrees to indemnify the Depositary, any Custodian, the Company and each of their respective directors, officers, employees, agents and Affiliates against, and hold each of them harmless from, any Losses (as hereinafter defined) which any of them may incur or which may be made against any of them as a result of or in connection with these representations and warranties.
(10) Proofs, Certificates and Other Information. Any person presenting Shares for deposit, any Holder and any Beneficial Owner may be required, and every Holder and Beneficial Owner agrees, from time to time to provide to the Depositary and the Custodian such proof of citizenship or residence, taxpayer status, payment of all applicable taxes or other governmental charges, exchange control approval, legal or beneficial ownership of ADSs and Deposited Property, compliance with applicable laws, the terms of the Deposit Agreement or this ADR evidencing the ADSs and the provisions of, or governing, the Deposited Property, to execute such certifications and to make such representations and warranties, and to provide such other information and documentation (or, in the case of Shares in registered form presented for deposit, such information relating to the registration on the books of the Company or of the Share Registrar) as the Depositary or the Custodian may deem necessary or proper or as the Company may reasonably require by written request to the Depositary consistent with its obligations under the Deposit Agreement and this ADR. The Depositary and the Registrar, as applicable, may, and at the reasonable request of the Company, shall, to the extent practicable,
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withhold the execution or delivery or registration of transfer of any ADR or ADS or the distribution or sale of any dividend or distribution of rights or of the proceeds thereof or, to the extent not limited by paragraph (25) and Section 7.8(a) of the Deposit Agreement, the delivery of any Deposited Property until such proof or other information is filed or such certifications are executed, or such representations and warranties are made, or such other documentation or information provided, in each case to the Depositary’s, the Registrar’s and the Company’s satisfaction. The Depositary shall provide the Company, in a timely manner, with copies or originals if necessary and appropriate of (i) any such proofs of citizenship or residence, taxpayer status, or exchange control approval or copies of written representations and warranties which it receives from Holders and Beneficial Owners, and (ii) any other information or documents which the Company may reasonably request and which the Depositary shall request and receive from any Holder or Beneficial Owner or any person presenting Shares for deposit or ADSs for cancellation, transfer or withdrawal. Nothing herein shall obligate the Depositary to (i) obtain any information for the Company if not provided by the Holders or Beneficial Owners; provided, that the Depositary shall, at the Company’s reasonable request, to the extent lawful and reasonably practicable, provide the Company with information referred to in Section 3.1 of the Deposit Agreement that is accessible from the records of the Depositary; provided further that the Depositary shall not be required to verify or vouch for the accuracy of such information, or (ii) verify or vouch for the accuracy of the information so provided by the Holders or Beneficial Owners.
(11) ADS Fees and Charges. The following ADS fees are payable under the terms of the Deposit Agreement:
| (i) | ADS Issuance Fee: by any person for whom ADSs are issued (e.g., an issuance upon a deposit of Shares, upon a change in the ADS(s)-to-Share(s) ratio, or for any other reason), excluding issuances as a result of distributions described in paragraph (iv) below, a fee not in excess of U.S. $5.00 per 100 ADSs (or fraction thereof) issued under the terms of the Deposit Agreement; |
| (ii) | ADS Cancellation Fee: by any person for whom ADSs are being cancelled (e.g., a cancellation of ADSs for Delivery of deposited Shares, upon a change in the ADS(s)-to-Share(s) ratio, or for any other reason), a fee not in excess of U.S. $5.00 per 100 ADSs (or fraction thereof) cancelled; |
| (iii) | Cash Distribution Fee: by any Holder of ADSs, a fee not in excess of U.S. $5.00 per 100 ADSs (or fraction thereof) held for the distribution of cash dividends or other cash distributions (e.g., upon a sale of rights and other entitlements); |
| (iv) | Stock Distribution /Rights Exercise Fee: by any Holder of ADS(s), a fee not in excess of U.S. $5.00 per 100 ADSs (or fraction thereof) held for the distribution of ADSs pursuant to (a) stock dividends or other free stock distributions, or (b) an exercise of rights to purchase additional ADSs; |
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| (v) | Other Distribution Fee: by any Holder of ADS(s), a fee not in excess of U.S. $5.00 per 100 ADSs (or fraction thereof) held for the distribution of securities other than ADSs or rights to purchase additional ADSs (e.g., spin-off shares); and |
| (vi) | Depositary Services Fee: by any Holder of ADS(s), a fee not in excess of U.S. $5.00 per 100 ADSs (or fraction thereof) held on the applicable record date(s) established by the Depositary. |
The Company, Holders, Beneficial Owners, persons depositing Shares or withdrawing Deposited Securities in connection with ADS issuances and cancellations, and persons for whom ADSs are issued or cancelled shall be responsible for the following ADS charges under the terms of the Deposit Agreement:
| (a) | taxes (including applicable interest and penalties) and other governmental charges; |
| (b) | such registration fees as may from time to time be in effect for the registration of Shares or other Deposited Securities on the share register and applicable to transfers of Shares or other Deposited Securities to or from the name of the Custodian, the Depositary or any nominees upon the making of deposits and withdrawals, respectively; |
| (c) | such cable, telex and facsimile transmission and delivery expenses as are expressly provided in the Deposit Agreement to be at the expense of the person depositing Shares or withdrawing Deposited Property or of the Holders and Beneficial Owners of ADSs; |
| (d) | the expenses and charges incurred by the Depositary in the conversion of foreign currency; |
| (e) | such fees and expenses as are incurred by the Depositary in connection with compliance with exchange control regulations and other regulatory requirements applicable to Deposited Property, ADSs and ADRs; and |
| (f) | the fees and expenses incurred by the Depositary, the Custodian, or any nominee in connection with the servicing or delivery of Deposited Property. |
All ADS fees and charges so payable may be deducted from distributions or must be remitted to the Depositary, or its designee, and may, at any time and from time to time, be changed by agreement between the Depositary and the Company but, in the case of ADS fees and charges payable by Holders and Beneficial Owners, only in the manner contemplated by paragraph (23) of this ADR and as contemplated in Section 6.1 of the Deposit Agreement. The Depositary shall provide, without charge, a copy of its latest ADS fee schedule to anyone upon request.
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ADS fees and charges for (i) the issuance of ADSs and (ii) the cancellation of ADSs will be payable by the person for whom the ADSs are so issued by the Depositary (in the case of ADS issuances) and by the person for whom ADSs are being cancelled (in the case of ADS cancellations). In the case of ADSs issued by the Depositary into DTC or presented to the Depositary via DTC, the ADS issuance and cancellation fees and charges will be payable by the DTC Participant(s) receiving the ADSs from the Depositary or the DTC Participant(s) holding the ADSs being cancelled, as the case may be, on behalf of the Beneficial Owner(s) and will be charged by the DTC Participant(s) to the account(s) of the applicable Beneficial Owner(s) in accordance with the procedures and practices of the DTC Participant(s) as in effect at the time provided, in the case of ADSs issued by the Depositary into DTC, that issuance fees and charges may be payable by the person for whom ADSs are being issued. ADS fees and charges in respect of distributions and the ADS service fee are payable by Holders as of the applicable ADS Record Date established by the Depositary. In the case of distributions of cash, the amount of the applicable ADS fees and charges is deducted from the funds being distributed. In the case of (i) distributions other than cash and (ii) the ADS service fee, the applicable Holders as of the ADS Record Date established by the Depositary will be invoiced for the amount of the ADS fees and charges and such ADS fees may be deducted from distributions made to Holders. For ADSs held through DTC, the ADS fees and charges for distributions other than cash and the ADS service fee may be deducted from distributions made through DTC, and may be charged to the DTC Participants in accordance with the procedures and practices prescribed by DTC from time to time and the DTC Participants in turn charge the amount of such ADS fees and charges to the Beneficial Owners for whom they hold ADSs.
The Depositary may reimburse the Company for certain expenses incurred by the Company in respect of the ADR program established pursuant to the Deposit Agreement, by making available a portion of the ADS fees charged in respect of the ADR program or otherwise, upon such terms and conditions as the Company and the Depositary may agree in writing from time to time. The Company shall pay to the Depositary such fees and charges, and reimburse the Depositary for such out-of-pocket expenses, as the Depositary and the Company may agree from time to time. Responsibility for payment of such fees, charges and reimbursements may from time to time be changed by agreement between the Company and the Depositary. Unless otherwise agreed, the Depositary shall present its statement for such fees, charges and reimbursements to the Company once every three months. The charges and expenses of the Custodian are for the sole account of the Depositary.
The obligations of Holders and Beneficial Owners to pay ADS fees and charges shall survive the termination of the Deposit Agreement. As to any Depositary, upon the resignation or removal of such Depositary as described in Section 5.4 of the Deposit Agreement, the right to collect ADS fees and charges shall extend for those ADS fees and charges incurred prior to the effectiveness of such resignation or removal.
(12) Title to ADRs. Subject to the limitations contained in the Deposit Agreement and in this ADR, it is a condition of this ADR, and every successive Holder of this ADR by accepting or holding the same consents and agrees, that title to this ADR (and to each Certificated ADS evidenced hereby) shall be transferable upon the same terms as a certificated security under the laws of the State of New York, provided that, in the case of Certificated ADSs, this ADR has
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been properly endorsed or is accompanied by proper instruments of transfer. Notwithstanding any notice to the contrary, the Depositary and the Company may deem and treat the Holder of this ADR (that is, the person in whose name this ADR is registered on the books of the Depositary) as the absolute owner thereof for all purposes. Neither the Depositary nor the Company shall have any obligation nor be subject to any liability under the Deposit Agreement or this ADR to any holder of this ADR or any Beneficial Owner unless, in the case of a holder of ADSs, such holder is the Holder of this ADR registered on the books of the Depositary or, in the case of a Beneficial Owner, such Beneficial Owner, or the Beneficial Owner’s representative, is the Holder registered on the books of the Depositary.
(13) Validity of ADR. The Holder(s) of this ADR (and the ADSs represented hereby) shall not be entitled to any benefits under the Deposit Agreement or be valid or enforceable for any purpose against the Depositary or the Company unless this ADR has been (i) dated, (ii) signed by the manual or facsimile signature of a duly-authorized signatory of the Depositary, (iii) countersigned by the manual or facsimile signature of a duly-authorized signatory of the Registrar, and (iv) registered in the books maintained by the Registrar for the registration of issuances and transfers of ADRs. An ADR bearing the facsimile signature of a duly-authorized signatory of the Depositary or the Registrar, who at the time of signature was a duly authorized signatory of the Depositary or the Registrar, as the case may be, shall bind the Depositary, notwithstanding the fact that such signatory has ceased to be so authorized prior to the delivery of such ADR by the Depositary.
(14) Available Information; Reports; Inspection of Transfer Books. The Company is subject to the periodic reporting requirements of the Exchange Act and, accordingly, is required to file or furnish certain reports with the Commission. These reports can be retrieved from the Commission’s website (www.sec.gov) and can be inspected and copied at the public reference facilities maintained by the Commission located (as of the date of the Deposit Agreement) at 100 F Street, N.E., Washington D.C. 20549. The Depositary shall make available for inspection by Holders at its Principal Office, as promptly as reasonably practicable after receipt thereof, any reports and communications, including any proxy soliciting materials, received from the Company which are both (a) received by the Depositary, the Custodian, or the nominee of either of them as the holder of the Deposited Property and (b) made generally available to the holders of such Deposited Property by the Company. The Depositary shall also provide or make available to Holders copies of such reports when furnished by the Company pursuant to Section 5.6 of the Deposit Agreement.
The Registrar shall keep books for the registration of ADSs which at all reasonable times shall be open for inspection by the Company and by the Holders of such ADSs, provided that such inspection shall not be, to the Registrar’s knowledge, for the purpose of communicating with Holders of such ADSs in the interest of a business or object other than the business of the Company or other than a matter related to the Deposit Agreement or the ADSs. The Company shall have the right to examine and copy the transfer and registration records of the Depositary.
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The Registrar may close the transfer books with respect to the ADSs, at any time or from time to time, when deemed necessary or advisable by it in good faith in connection with the performance of its duties hereunder, or at the reasonable written request of the Company subject, in all cases, to paragraph (25) and Section 7.8(a) of the Deposit Agreement.
Dated:
| CITIBANK, N.A. Transfer Agent and Registrar |
CITIBANK, N.A. as Depositary | |||||||
| By: |
|
By: |
| |||||
| Authorized Signatory | Authorized Signatory | |||||||
The address of the Principal Office of the Depositary is 388 Greenwich Street,
New York, New York 10013, U.S.A.
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[FORM OF REVERSE OF ADR]
SUMMARY OF CERTAIN ADDITIONAL PROVISIONS
OF THE DEPOSIT AGREEMENT
(15) Dividends and Distributions in Cash, Shares, etc. (a) Cash Distributions: Upon the timely receipt by the Depositary of a notice from the Company that it intends to make a distribution of a cash dividend or other cash distribution, the Depositary shall establish the ADS Record Date upon the terms described in Section 4.9 of the Deposit Agreement. Upon receipt of confirmation of the receipt of (x) any cash dividend or other cash distribution on any Deposited Securities, or (y) proceeds from the sale of any Deposited Property held in respect of the ADSs under the terms of the Deposit Agreement, the Depositary will (i) if at the time of receipt thereof any amounts received in a Foreign Currency can, in the judgment of the Depositary (pursuant to Section 4.8 of the Deposit Agreement), be converted on a practicable basis into Dollars transferable to the United States, promptly convert or cause to be converted such cash dividend, distribution or proceeds into Dollars (on the terms described in Section 4.8 of the Deposit Agreement), (ii) if applicable and unless previously established, establish the ADS Record Date upon the terms described in Section 4.9 of the Deposit Agreement, and (iii) distribute promptly the amount thus received (net of (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) applicable taxes required to be withheld or paid in connection with the distribution) to the Holders entitled thereto as of the ADS Record Date in proportion to the number of ADSs held as of the ADS Record Date. The Depositary shall distribute only such amount, however, as can be distributed without attributing to any Holder a fraction of one cent, and any balance not so distributed shall be held by the Depositary (without liability for interest thereon) and shall be added to and become part of the next sum received by the Depositary for distribution to Holders of ADSs outstanding at the time of the next distribution. If the Company, the Custodian or the Depositary is required to withhold and does withhold from any cash dividend or other cash distribution in respect of any Deposited Securities, or from any cash proceeds from the sales of Deposited Property, an amount on account of taxes, duties or other governmental charges, the amount distributed to Holders on the ADSs shall be reduced accordingly. Such withheld amounts shall be forwarded by the Company, the Custodian or the Depositary to the relevant governmental authority. Evidence of payment thereof by the Company, the Custodian or the Depositary shall be forwarded by the Company, the Custodian or the Depositary, as applicable, to the Depositary or the Company, as applicable, upon request. The Depositary will hold any cash amounts it is unable to distribute in a non-interest bearing account for the benefit of the applicable Holders and Beneficial Owners of ADSs until the distribution can be effected or the funds that the Depositary holds must be escheated as unclaimed property in accordance with the laws of the relevant states of the United States. No distribution to Holders pursuant to Section 4.1 of the Deposit Agreement shall be unreasonably delayed by any action of the Depositary or the Custodian. Notwithstanding anything contained in the Deposit Agreement to the contrary, in the event the Company fails to give the Depositary timely notice of the proposed distribution provided for above, the Depositary agrees to use commercially reasonable efforts to perform the actions contemplated in Section 4.1 of the Deposit Agreement, and the Company, the Holders and the Beneficial Owners acknowledge that the Depositary shall have no liability for the Depositary’s failure to perform the actions contemplated in Section 4.1 of the Deposit Agreement where such notice has not been so timely given, other than its failure to use commercially reasonable efforts, as provided herein.
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(b) Share Distributions: Upon the timely receipt by the Depositary of a notice from the Company that it intends to make a distribution that consists of a dividend in, or free distribution of Shares, the Depositary shall establish the ADS Record Date upon the terms described in Section 4.9 of the Deposit Agreement. Upon receipt of confirmation from the Custodian of the receipt of the Shares so distributed by the Company, the Depositary shall either (i) subject to Section 5.9 of the Deposit Agreement, distribute to the Holders as of the ADS Record Date in proportion to the number of ADSs held as of the ADS Record Date, additional ADSs, which represent in the aggregate the number of Shares received as such dividend, or free distribution, subject to the other terms of the Deposit Agreement (including, without limitation, (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) applicable taxes required to be withheld or paid), or (ii) if additional ADSs are not so distributed, take all actions necessary so that each ADS issued and outstanding after the ADS Record Date shall, to the extent permissible by law, thenceforth also represent rights and interests in the additional integral number of Shares distributed upon the Deposited Securities represented thereby (net of (a) the applicable fees and charges of, and expenses incurred by, the Depositary, and (b) applicable taxes required to be withheld or paid). In lieu of delivering fractional ADSs, the Depositary shall sell the number of Shares or ADSs, as the case may be, represented by the aggregate of such fractions and distribute the net proceeds upon the terms described in Section 4.1 of the Deposit Agreement.
In the event that the Depositary determines that any distribution in property (including Shares) is subject to any tax or other governmental charges which the Depositary is obligated to withhold, or, if the Company in the fulfillment of its obligations under Section 5.7 of the Deposit Agreement, has furnished an opinion of U.S. counsel determining that Shares must be registered under the Securities Act or other laws in order to be distributed to Holders (and no such registration statement has been declared effective), the Depositary may dispose of all or a portion of such property (including Shares and rights to subscribe therefor) in such amounts and in such manner, including by public or private sale, as the Depositary deems necessary and practicable, in consultation with the Company, and the Depositary shall distribute the net proceeds of any such sale (after deduction of (a) applicable taxes required to be withheld or paid and (b) fees and charges of, and the expenses incurred by, the Depositary) to Holders entitled thereto upon the terms of Section 4.1 of the Deposit Agreement. The Depositary shall hold and/or distribute any unsold balance of such property in accordance with the provisions of the Deposit Agreement. No distribution to Holders pursuant to Section 4.2 of the Deposit Agreement shall be unreasonably delayed by any action of the Depositary or the Custodian. Notwithstanding anything contained in the Deposit Agreement to the contrary, in the event the Company fails to give the Depositary timely notice of the proposed distribution provided for above, the Depositary agrees to use commercially reasonable efforts to perform the actions contemplated in Section 4.2 of the Deposit Agreement, and the Company, the Holders and the Beneficial Owners acknowledge that the Depositary shall have no liability for the Depositary’s failure to perform the actions contemplated in Section 4.2 of the Deposit Agreement where such notice has not been so timely given, other than its failure to use commercially reasonable efforts, as provided herein.
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(c) Elective Distributions in Cash or Shares: Upon the timely receipt of a notice indicating that the Company wishes an elective distribution in cash or Shares to be made available to Holders of ADSs upon the terms described in the Deposit Agreement, the Company and the Depositary shall determine in accordance with the Deposit Agreement whether such distribution is lawful and reasonably practicable. The Depositary shall make such elective distribution available to Holders only if (i) the Company shall have timely requested that the elective distribution be made available to Holders, (ii) the Depositary shall have determined, in consultation with the Company, that such distribution is reasonably practicable and (iii) the Depositary shall have received reasonably satisfactory documentation within the terms of Section 5.7 of the Deposit Agreement. If the above conditions are satisfied, the Depositary shall, subject to the terms and conditions of the Deposit Agreement, establish the ADS Record Date according to paragraph (17) and establish procedures to enable the Holder hereof to elect to receive the proposed distribution in cash or in additional ADSs. If the above conditions are not satisfied or if the Company requests such elective distribution not to be made available to Holders of ADSs, the Depositary shall establish an ADS Record Date upon the terms of Section 4.9 of the Deposit Agreement and, to the extent permitted by law, distribute to Holders, on the basis of the same determination as is made in the State of Israel in respect of the Shares for which no election is made, either (x) cash upon the terms described in Section 4.1 of the Deposit Agreement or (y) additional ADSs representing such additional Shares, in each case, upon the terms described in Section 4.2 of the Deposit Agreement. If a Holder elects to receive the proposed distribution (X) in cash, the distribution shall be made upon the terms described in Section 4.1 of the Deposit Agreement, or (Y) in ADSs, the distribution shall be made upon the terms described in Section 4.2 of the Deposit Agreement. Nothing herein or in the Deposit Agreement shall obligate the Depositary to make available to the Holder hereof a method to receive the elective distribution in Shares (rather than ADSs). There can be no assurance that Holders generally, or any Holder hereof will be given the opportunity to receive elective distributions on the same terms and conditions as the holders of Shares. Notwithstanding anything contained in the Deposit Agreement to the contrary, in the event the Company fails to give the Depositary timely notice of the proposed distribution provided for above, the Depositary agrees to use commercially reasonable efforts to perform the actions contemplated in Section 4.3 of the Deposit Agreement, and the Company, the Holders and the Beneficial Owners acknowledge that the Depositary shall have no liability for the Depositary’s failure to perform the actions contemplated in Section 4.3 of the Deposit Agreement where such notice has not been so timely given, other than its failure to use commercially reasonable efforts, as provided herein.
(d) Distribution of Rights to Purchase Additional ADSs: Upon the timely receipt by the Depositary of a notice indicating that the Company wishes rights to subscribe for additional Shares to be made available to Holders of ADSs, the Depositary upon consultation with the Company, shall determine, whether it is lawful and reasonably practicable to make such rights available to the Holders. The Depositary shall make such rights available to Holders only if (i) the Company shall have timely requested that such rights be made available to Holders, (ii) the Depositary shall have received reasonably satisfactory documentation within the terms of
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Section 5.7 of the Deposit Agreement, and (iii) the Depositary shall have determined that such distribution of rights is reasonably practicable. If such conditions are not satisfied or if the Company requests that the rights not be made available to Holders of ADSs, the Depositary shall proceed with the sale of the rights as described below. In the event all conditions set forth above are satisfied, the Depositary shall establish the ADS Record Date (upon the terms described in Section 4.9 of the Deposit Agreement) and establish, in consultation with the Company, procedures to (x) distribute rights to purchase additional ADSs (by means of warrants or otherwise), (y) enable the Holders to exercise such rights (upon payment of the subscription price and of the applicable (a) fees and charges of, and expenses incurred by, the Depositary and (b) taxes), and (z) deliver ADSs upon the valid exercise of such rights. The Company shall assist the Depositary to the extent necessary in establishing such procedures. Nothing herein or in the Deposit Agreement shall obligate the Depositary to make available to the Holders a method to exercise rights to subscribe for Shares (rather than ADSs). If (i) the Company does not timely request the Depositary to make the rights available to Holders or requests that the rights not be made available to Holders, (ii) the Depositary fails to receive reasonably satisfactory documentation within the terms of Section 5.7 of the Deposit Agreement or determines, in consultation with the Company, it is not reasonably practicable to make the rights available to Holders, or (iii) any rights made available are not exercised and appear to be about to lapse, the Depositary shall, in consultation with the Company, determine whether it is lawful and reasonably practicable to sell such rights, in a riskless principal capacity, at such place and upon such terms (including public or private sale) as it may deem practicable. The Company shall assist the Depositary to the extent necessary to determine such legality and practicability. The Depositary shall, upon such sale, convert and distribute proceeds of such sale (net of applicable (a) fees and charges of, and expenses incurred by, the Depositary and (b) applicable taxes required to be withheld or paid) upon the terms hereof and of Section 4.1 of the Deposit Agreement. If the Depositary is unable to make any rights available to Holders upon the terms described in Section 4.4(a) of the Deposit Agreement or to arrange for the sale of the rights upon the terms described in Section 4.4(b) of the Deposit Agreement, the Depositary shall allow such rights to lapse. Neither the Depositary nor the Company shall be liable to Holders or Beneficial Owners for, and the Depositary shall not be liable for, (i) any failure to accurately determine whether it may be lawful or practicable to make such rights available to Holders in general or any Holders in particular, or (ii) any foreign exchange exposure or loss incurred in connection with such sale or exercise. The Depositary shall not be liable for the content of any materials forwarded to the Holders on behalf of the Company in connection with the rights distribution.
Notwithstanding anything herein or in the Deposit Agreement to the contrary, if registration (under the Securities Act or any other applicable law) of the rights or the securities to which any rights relate may be required in order for the Company to offer such rights or such securities to Holders and to sell the securities represented by such rights, the Depositary will not distribute such rights to the Holders (i) unless and until a registration statement under the Securities Act (or other applicable law) covering such offering is in effect or (ii) unless the Company furnishes the Depositary opinion(s) of counsel for the Company in the United States and counsel for the Company in any other applicable country in which rights would be distributed, in each case reasonably satisfactory to the Depositary, to the effect that the offering and sale of such securities to Holders and Beneficial Owners are exempt from, or do not require registration under, the provisions of the Securities Act or any other applicable laws. A liquid
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market for the rights may not exist, and this may adversely affect (1) the ability of the Depositary to dispose of such rights or (2) the amount the Depositary would realize upon disposal of rights. In the event that the Company, the Depositary or the Custodian shall be required to withhold and does withhold from any distribution of Deposited Property (including rights) an amount on account of taxes or other governmental charges, the amount distributed to the Holders of ADSs shall be reduced accordingly. In the event that the Depositary determines that any distribution of Deposited Property (including Shares and rights to subscribe therefor) is subject to any tax or other governmental charges which the Depositary is obligated to withhold, the Depositary may dispose of all or a portion of such Deposited Property (including Shares and rights to subscribe therefor) in such amounts and in such manner, including by public or private sale, as the Depositary deems necessary and practicable to pay any such taxes or charges.
There can be no assurance that Holders generally, or any Holder in particular, will be given the opportunity to receive or exercise rights on the same terms and conditions as the holders of Shares or be able to exercise such rights. Nothing herein or in the Deposit Agreement shall obligate the Company to file any registration statement in respect of any rights or Shares or other securities to be acquired upon the exercise of such rights.
(e) Distributions other than Cash, Shares or Rights to Purchase Shares: Whenever the Company intends to distribute to the holders of Deposited Securities property other than cash, Shares or rights to purchase additional Shares, the Company shall give timely notice thereof to the Depositary and shall indicate whether or not it wishes such distribution to be made to Holders of ADSs. Upon receipt of a notice indicating that the Company wishes such distribution to be made to Holders of ADSs, the Depositary shall consult with the Company, and the Company shall assist the Depositary, to determine whether such distribution to Holders is lawful and reasonably practicable. The Depositary shall not make such distribution unless (i) the Company shall have requested the Depositary to make such distribution to Holders, (ii) the Depositary shall have received reasonably satisfactory documentation within the terms of Section 5.7 of the Deposit Agreement, and (iii) the Depositary shall have determined, in consultation with the Company, that such distribution is reasonably practicable.
Upon receipt of reasonably satisfactory documentation and the request of the Company to distribute property to Holders of ADSs and after making the requisite determinations set forth in (a) above, the Depositary shall distribute the property so received to the Holders of record, as of the ADS Record Date, in proportion to the number of ADSs held by them respectively and in such manner as the Depositary, in consultation with the Company, may deem practicable for accomplishing such distribution (i) upon receipt of payment or net of the applicable fees and charges of, and expenses incurred by, the Depositary, and (ii) net of any applicable taxes required to be withheld or paid. The Depositary, in consultation with the Company, may dispose of all or a portion of the property so distributed and deposited, in such amounts and in such manner (including public or private sale) as the Depositary may deem practicable or necessary to satisfy any taxes (including applicable interest and penalties) or other governmental charges applicable to the distribution.
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If (i) the Company does not request the Depositary to make such distribution to Holders or requests the Depositary not to make such distribution to Holders, (ii) the Depositary does not receive reasonably satisfactory documentation within the terms of Section 5.7 of the Deposit Agreement, or (iii) the Depositary, in consultation with the Company, determines that all or a portion of such distribution is not reasonably practicable, the Depositary shall, in consultation with the Company, sell or cause such property to be sold in a public or private sale, at such place or places and upon such terms as it may deem practicable and shall (i) cause the proceeds of such sale, if any, to be converted into Dollars and (ii) distribute the proceeds of such conversion received by the Depositary (net of applicable (a) fees and charges of, and expenses incurred by, the Depositary and (b) applicable taxes required to be withheld or paid) to the Holders as of the ADS Record Date upon the terms of Section 4.1 of the Deposit Agreement. If the Depositary is unable to sell such property, the Depositary, in consultation with the Company, may dispose of such property for the account of the Holders in any way it deems reasonably practicable under the circumstances.
Neither the Depositary nor the Company shall be liable for (i) any failure to accurately determine whether it is lawful or practicable to make the property described in Section 4.5 of the Deposit Agreement available to Holders in general or any Holders in particular, nor (ii) any loss incurred in connection with the sale or disposal of such property.
(16) Redemption. Upon timely receipt of notice from the Company that it intends to exercise its right of redemption in respect of any of the Deposited Securities, and reasonably satisfactory documentation as provided in the Deposit Agreement, and upon determining that such proposed redemption is practicable, the Depositary shall (to the extent practicable) provide to each Holder a notice setting forth the Company’s intention to exercise the redemption rights and any other particulars set forth in the Company’s notice to the Depositary. The Depositary shall instruct the Custodian to present to the Company the Deposited Securities in respect of which redemption rights are being exercised against payment of the applicable redemption price. Upon receipt of confirmation from the Custodian that the redemption has taken place and that funds representing the redemption price have been received, the Depositary shall convert, transfer, and distribute the proceeds (net of applicable (a) fees and charges of, and the expenses incurred by, the Depositary, and (b) applicable taxes required to be withheld or paid), retire ADSs and cancel ADRs, if applicable, upon delivery of such ADSs by Holders thereof and the terms set forth in Sections 4.1 and 6.2 of the Deposit Agreement. If less than all outstanding Deposited Securities are redeemed, the ADSs to be retired will be selected by lot or on a pro rata basis, as may be determined by the Depositary, in consultation with the Company. The redemption price per ADS shall be the dollar equivalent of the per share amount received by the Depositary (adjusted to reflect the ADS(s)-to-Share(s) ratio) upon the redemption of the Deposited Securities represented by ADSs (subject to the terms of Section 4.8 of the Deposit Agreement and the applicable fees and charges of, and expenses incurred by, the Depositary, and taxes) multiplied by the number of Deposited Securities represented by each ADS redeemed. Notwithstanding anything contained in the Deposit Agreement to the contrary, in the event the Company fails to give the Depositary timely notice of the proposed redemption provided for above, the Depositary agrees to use commercially reasonable efforts to perform the actions contemplated in Section 4.7 of the Deposit Agreement, and the Company, the Holders and the Beneficial Owners acknowledge that the Depositary shall have no liability for the Depositary’s failure to perform the actions contemplated in Section 4.7 of the Deposit Agreement where such notice has not been so timely given, other than its failure to use commercially reasonable efforts, as provided herein.
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(17) Fixing of ADS Record Date. Whenever (a) the Depositary shall receive notice of the fixing of a record date by the Company for the determination of holders of Deposited Securities entitled to receive any distribution (whether in cash, Shares, rights or other distribution), (b) for any reason the Depositary causes a change in the number of Shares that are represented by each ADS, (c) the Depositary shall receive notice of any meeting of, or solicitation of consents or proxies of, holders of Shares or other Deposited Securities, or (d) the Depositary shall find it necessary or convenient in connection with the giving of any notice, solicitation of any consent or any other matter, the Depositary, in consultation with the Company, shall fix the record date (the “ADS Record Date”) for the determination of the Holders of ADS(s) who shall be entitled to receive such distribution, to give instructions for the exercise of voting rights at any such meeting, to give or withhold such consent, to receive such notice or solicitation or to otherwise take action, or to exercise the rights of Holders with respect to such changed number of Shares represented by each ADS. The Depositary shall make reasonable efforts to establish the ADS Record Date as closely as practicable to the applicable record date for the Deposited Securities (if any) set by the Company in the State of Israel and shall not announce the establishment of any ADS Record Date prior to the relevant corporate action having been made public by the Company (if such corporate action affects the Deposited Securities). Subject to applicable law, the terms and conditions of this ADR and the provisions of Sections 4.1 through 4.8 of, and the other terms and conditions of, the Deposit Agreement, only the Holders of ADSs at the close of business in New York on such ADS Record Date shall be entitled to receive such distribution, to give such voting instructions, to receive such notice or solicitation, or otherwise take action.
(18) Voting of Deposited Securities. As soon as practicable after receipt of notice of any meeting at which the holders of Deposited Securities are entitled to vote, or of solicitation of consents or proxies from holders of Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of consent or proxy in accordance with Section 4.9 of the Deposit Agreement. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least thirty (30) days (or such shorter period as the Company and the Depositary may mutually agree from time to time), prior to the date of such vote or meeting), at the Company’s expense and provided no U.S. legal prohibitions exist, distribute to Holders as of the ADS Record Date: (a) such notice of meeting or solicitation of consent or proxy, (b) a statement that the Holders at the close of business on the ADS Record Date will be entitled, subject to any applicable law, the provisions of the Deposit Agreement, the Articles of Association and the provisions of or governing the Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Deposited Securities represented by such Holder’s ADSs, and (c) a brief statement as to the manner in which such voting instructions may be given.
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Notwithstanding anything contained in the Deposit Agreement or any ADR, with the Company’s prior written consent, the Depositary may, to the extent not prohibited by law or regulations, or by the requirements of the stock exchange on which the ADSs are listed, in lieu of distribution of the materials provided to the Depositary in connection with any meeting of, or solicitation of consents or proxies from, holders of Deposited Securities, distribute to the Holders a notice that provides Holders with, or otherwise publicizes to Holders, instructions on how to retrieve such materials or receive such materials upon request (e.g., by reference to a website containing the materials for retrieval or a contact for requesting copies of the materials).
Voting instructions may be given only in respect of a number of ADSs representing an integral number of Deposited Securities. Upon the timely receipt from a Holder of ADSs as of the ADS Record Date of voting instructions in the manner specified by the Depositary and reasonably acceptable to the Company, the Depositary shall endeavor, insofar as practicable and permitted under applicable law, the provisions of the Deposit Agreement, the Articles of Association and the provisions of the Deposited Securities, to vote, or cause the Custodian to vote, the Deposited Securities (in person or by proxy) represented by such Holder’s ADSs in accordance with such voting instructions.
Deposited Securities represented by ADSs for which no timely voting instructions are received by the Depositary from the Holder shall not be voted (except as otherwise contemplated herein). Neither the Depositary nor the Custodian shall under any circumstances exercise any discretion as to voting and neither the Depositary nor the Custodian shall vote, attempt to exercise the right to vote, or in any way make use of, for purposes of establishing a quorum or otherwise, the Deposited Securities represented by ADSs, except pursuant to and in accordance with the voting instructions timely received from Holders or as otherwise contemplated in the Deposit Agreement or herein. If the Depositary timely receives voting instructions from a Holder which fail to specify the manner in which the Depositary is to vote the Deposited Securities represented by such Holder’s ADSs, the Depositary will deem such Holder (unless otherwise specified in the notice distributed to Holders) to have instructed the Depositary to vote in favor of the items set forth in such voting instructions.
Notwithstanding anything else contained herein, the Depositary shall, if so requested in writing by the Company, represent all Deposited Securities (whether or not voting instructions have been received in respect of such Deposited Securities from Holders as of the ADS Record Date) for the sole purpose of establishing quorum at a meeting of shareholders. Unless otherwise reasonably requested by the Company, on the business day following the date fixed by the Depositary as the last date for delivery of voting instructions, the Depositary shall give notice to the Company of the voting instructions received by the Depositary from the Holders; provided, that if such voting instructions include (or are required to include) any information or determination other than a vote of Shares for or against the applicable resolutions, the Depositary shall be obligated only to provide such notice as promptly as practicable.
Notwithstanding anything else contained in the Deposit Agreement or this ADR, the Depositary shall not have any obligation to take any action with respect to any meeting, or solicitation of consents or proxies, of holders of Deposited Securities if the taking of such action would violate U.S. laws. The Company agrees to take any and all actions reasonably necessary and as permitted by the laws of the United States and the State of Israel to enable Holders and Beneficial Owners to exercise the voting rights accruing to the Deposited Securities and to deliver to the Depositary an opinion of U.S. or Israeli counsel addressing any actions reasonably requested to be taken if so requested by the Depositary. There can be no assurance that Holders generally or any Holder in particular will receive the notice described above with sufficient time to enable the Holder to return voting instructions to the Depositary, or otherwise take action, in a timely manner.
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(19) Changes Affecting Deposited Securities. Upon any change in nominal or par value, split-up, cancellation, consolidation or any other reclassification of Deposited Securities, or upon any recapitalization, reorganization, merger, consolidation or sale of assets affecting the Company or to which it is a party, any property which shall be received by the Depositary or the Custodian in exchange for, or in conversion of, or replacement of, or otherwise in respect of, such Deposited Securities shall, to the extent permitted by law, be treated as new Deposited Property under the Deposit Agreement, and this ADR shall, subject to the provisions of the Deposit Agreement, this ADR evidencing such ADSs and applicable law, represent the right to receive such additional or replacement Deposited Property. In giving effect to such change, split-up, cancellation, consolidation or other reclassification of Deposited Securities, recapitalization, reorganization, merger, consolidation or sale of assets, the Depositary may, with the Company’s approval, and shall, if the Company shall so request, subject to the terms of the Deposit Agreement (including, without limitation, (a) the applicable fees and charges of, and expenses incurred by, the Depositary, and (b) applicable taxes required to be withheld or paid) and receipt of an opinion of counsel to the Company reasonably satisfactory to the Depositary that such actions are not in violation of any applicable laws or regulations, (i) issue and deliver additional ADSs as in the case of a stock dividend on the Shares, (ii) amend the Deposit Agreement and the applicable ADRs, (iii) amend the applicable Registration Statement(s) on Form F-6 as filed with the Commission in respect of the ADSs, (iv) call for the surrender of outstanding ADRs to be exchanged for new ADRs, and (v) take such other actions as are appropriate to reflect the transaction with respect to the ADSs. The Company agrees to, jointly with the Depositary, amend the Registration Statement on Form F-6 as filed with the Commission to permit the issuance of such new form of ADRs. Notwithstanding the foregoing, in the event that any Deposited Property so received may not be lawfully distributed to some or all Holders, the Depositary may, with the Company’s approval, and shall, if the Company requests, subject to receipt of an opinion of Company’s counsel reasonably satisfactory to the Depositary that such action is not in violation of any applicable laws or regulations, sell such Deposited Property at public or private sale, at such place or places and upon such terms as it may deem proper and may allocate the net proceeds of such sales (net of (a) fees and charges of, and expenses incurred by, the Depositary and (b) applicable taxes required to be withheld or paid) for the account of the Holders otherwise entitled to such Deposited Property upon an averaged or other practicable basis without regard to any distinctions among such Holders and distribute the net proceeds so allocated to the extent practicable as in the case of a distribution received in cash pursuant to Section 4.1 of the Deposit Agreement. Neither the Depositary nor the Company shall be responsible to Holders or Beneficial Owners for, and the Depositary shall not be responsible for, (i) any failure to determine that it may be lawful or practicable to make such Deposited Property available to Holders in general or to any Holder in particular, (ii) any foreign exchange exposure or loss incurred in connection with such sale, or (iii) any liability to the purchaser of such Deposited Property.
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(20) Exoneration. Notwithstanding anything contained in the Deposit Agreement or any ADR, neither the Depositary nor the Company nor any of their respective directors, officers, employees and agents shall be obligated to do or perform any act which is inconsistent with the provisions of the Deposit Agreement or incur any liability (to the extent not limited by paragraph (25) hereof and Section 7.8(b) of the Deposit Agreement) (i) if the Depositary, the Custodian, the Company or their respective controlling persons or agents shall be prevented or forbidden from, or delayed in, doing or performing any act or thing required or contemplated by the terms of the Deposit Agreement and this ADR, by reason of any provision of any present or future law or regulation of the United States, the State of Israel or any other country, or of any other governmental authority or regulatory authority or stock exchange, or on account of potential criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Articles of Association or any provision of or governing any Deposited Securities, or by reason of any act of God or war or other circumstances beyond its control (including, without limitation, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, acts of terrorism, revolutions, rebellions, explosions and computer failure), (ii) by reason of any exercise of, or failure to exercise, any discretion provided for in the Deposit Agreement or in the Articles of Association or provisions of or governing Deposited Securities, (iii) for any action or inaction in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) for the inability by a Holder or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of the Deposit Agreement, made available to Holders of ADSs, (v) for any action or inaction of any clearing or settlement system (and any participant thereof) for the Deposited Property or the ADSs, or (vi) for any consequential or punitive damages (including, but not limited to, lost profits) for any breach of the terms of the Deposit Agreement or otherwise. The Depositary, its controlling persons, its agents, any Custodian and the Company, its controlling persons and its agents may rely and shall be protected in acting upon any written notice, request or other document believed by it to be genuine and to have been signed or presented by the proper party or parties.
(21) Standard of Care. The Company and the Depositary assume no obligation and shall not be subject to any liability under the Deposit Agreement or this ADR to any Holder(s) or Beneficial Owner(s), except that the Company and the Depositary agree to perform their respective obligations specifically set forth in the Deposit Agreement or this ADR without negligence or bad faith. Without limitation of the foregoing, neither the Depositary, nor the Company, nor any of their respective directors, officers, controlling persons, employees or agents, shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Property or in respect of the ADSs, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense (including fees and disbursements of counsel) and liability be furnished as often as may be required (and no Custodian shall be under any obligation whatsoever with respect to such proceedings, the responsibility of the Custodian being solely to the Depositary).
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Neither the Depositary and its agents nor the Company and its directors, officers, controlling persons, employees or agents shall be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which any vote is cast or the effect of any vote, provided that any such action or omission is in good faith and in accordance with the terms of the Deposit Agreement. Neither the Depositary nor the Company shall incur any liability for any failure to accurately determine that any distribution or action may be lawful or reasonably practicable, for any investment risk associated with acquiring an interest in the Deposited Property, for the validity or worth of the Deposited Property, for the value of any Deposited Property or any distribution thereon, for any interest on Deposited Property, for any tax consequences that may result from the ownership of ADSs, Shares or other Deposited Property, for the credit-worthiness of any third party, for allowing any rights to lapse upon the terms of the Deposit Agreement, or for any action of or failure to act by, or any information provided or not provided by, DTC or any DTC Participant, or for any action or non-action by it in reliance upon the opinion, advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder or any other person believed in good faith to be competent to give such advice or information. The Depositary shall not incur any liability for the content of any information submitted to it by the Company for distribution to the Holders or for any inaccuracy of any translation thereof or for the failure or timeliness of any notice from the Company.
The Depositary shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or in connection with any matter arising wholly after the removal or resignation of the Depositary, provided that in connection with the issue out of which such potential liability arises the Depositary performed its obligations without negligence or bad faith while it acted as Depositary.
The Depositary shall not be liable for any acts or omissions made by a predecessor depositary whether in connection with an act or omission of the Depositary or in connection with any matter arising wholly prior to the appointment of the Depositary or after the removal or resignation of the Depositary, provided that in connection with the issue out of which such potential liability arises the Depositary performed its obligations without negligence or bad faith while it acted as Depositary.
(22) Resignation and Removal of the Depositary; Appointment of Successor Depositary. The Depositary may at any time resign as Depositary under the Deposit Agreement by written notice of resignation delivered to the Company, such resignation to be effective on the earlier of (i) the 90th day after delivery thereof to the Company (whereupon the Depositary shall be entitled to take the actions contemplated in Section 6.2 of the Deposit Agreement), or (ii) the appointment by the Company of a successor depositary and its acceptance of such appointment as provided in the Deposit Agreement. The Depositary may at any time be removed by the Company by written notice of such removal, which removal shall be effective on the later of (i) the 90th day after delivery thereof to the Depositary (whereupon the Depositary shall be entitled to take the actions contemplated in Section 6.2 of the Deposit Agreement), or (ii) upon the appointment by the Company of a successor depositary and its acceptance of such appointment as provided in the Deposit Agreement. In case at any time the Depositary acting hereunder shall resign or be removed, the Company shall use its reasonable efforts to appoint a successor depositary, which shall be a bank or trust company having an office in the Borough of
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Manhattan, the City of New York. Every successor depositary shall be required by the Company to execute and deliver to its predecessor and to the Company an instrument in writing accepting its appointment hereunder, and thereupon such successor depositary, without any further act or deed (except as required by applicable law), shall become fully vested with all the rights, powers, duties and obligations of its predecessor (other than as contemplated in Sections 5.8 and 5.9 of the Deposit Agreement). The predecessor depositary, upon payment of all sums due it and on the written request of the Company shall (i) execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder (other than as contemplated in Sections 5.8 and 5.9 of the Deposit Agreement), (ii) duly assign, transfer and deliver all of the Depositary’s right, title and interest to the Deposited Property to such successor, and (iii) deliver to such successor a list of the Holders of all outstanding ADSs and such other information relating to ADSs and Holders thereof as the successor may reasonably request. Any such successor depositary shall promptly provide notice of its appointment to such Holders. If the Company shall have used its reasonable efforts to appoint a successor depositary, it shall have no liability to Holders for any failure to appoint such a successor. Any entity into or with which the Depositary may be merged or consolidated shall be the successor of the Depositary without the execution or filing of any document or any further act.
(23) Amendment/Supplement. Subject to the terms and conditions of this paragraph 23, and Section 6.1 of the Deposit Agreement and applicable law, this ADR and any provisions of the Deposit Agreement may at any time and from time to time be amended or supplemented by written agreement between the Company and the Depositary in any respect which they may deem necessary or desirable without the prior written consent of the Holders or Beneficial Owners. Any amendment or supplement which shall impose or increase any fees or charges (other than charges in connection with foreign exchange control regulations, and taxes and other governmental charges, delivery and other such expenses), or which shall otherwise materially prejudice any substantial existing right of Holders or Beneficial Owners, shall not, however, become effective as to outstanding ADSs until the expiration of thirty (30) days after notice of such amendment or supplement shall have been given to the Holders of outstanding ADSs. Notice of any amendment to the Deposit Agreement or any ADR shall not need to describe in detail the specific amendments effectuated thereby, and failure to describe the specific amendments in any such notice shall not render such notice invalid, provided, however, that, in each such case, the notice given to the Holders identifies a means for Holders and Beneficial Owners to retrieve or receive the text of such amendment (e.g., upon retrieval from the Commission’s, the Depositary’s or the Company’s website or upon request from the Depositary). The parties hereto agree that any amendments or supplements which (i) are reasonably necessary (as agreed by the Company and the Depositary) in order for (a) the ADSs to be registered on Form F-6 under the Securities Act or (b) the ADSs to be settled solely in electronic book-entry form and (ii) do not in either such case impose or increase any fees or charges to be borne by Holders, shall be deemed not to materially prejudice any substantial existing rights of Holders or Beneficial Owners. Every Holder and Beneficial Owner at the time any amendment or supplement so becomes effective shall be deemed, by continuing to hold such ADSs, to consent and agree to such amendment or supplement and to be bound by the Deposit Agreement and this ADR, if applicable, as amended or supplemented thereby. In no event shall any amendment or supplement impair the right of the Holder to surrender such ADS and receive therefor the Deposited Securities represented thereby, except in order to comply with mandatory provisions
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of applicable law. Notwithstanding the foregoing, if any governmental body should adopt new laws, rules or regulations which would require an amendment of, or supplement to, the Deposit Agreement to ensure compliance therewith, the Company and the Depositary may amend or supplement the Deposit Agreement and this ADR at any time in accordance with such changed laws, rules or regulations. Such amendment or supplement to the Deposit Agreement and this ADR in such circumstances may become effective before a notice of such amendment or supplement is given to Holders or within any other period of time as required for compliance with such laws, rules or regulations.
(24) Termination. The Depositary shall, at any time at the written direction of the Company, terminate the Deposit Agreement by distributing notice of such termination to the Holders of all ADSs then outstanding at least thirty (30) days prior to the date fixed in such notice for such termination. If (i) ninety (90) days shall have expired after the Depositary shall have delivered to the Company a written notice of its election to resign, or (ii) the Company shall have delivered to the Depositary a written notice of the removal of the Depositary, and, in either case, a successor depositary shall not have been appointed and accepted its appointment as provided in Section 5.4 of the Deposit Agreement, the Depositary may terminate the Deposit Agreement by distributing notice of such termination to the Holders of all ADSs then outstanding at least thirty (30) days prior to the date fixed in such notice for such termination. The date so fixed for termination of the Deposit Agreement in any termination notice so distributed by the Depositary to the Holders of ADSs is referred to as the “Termination Date”. Until the Termination Date, the Depositary shall continue to perform all of its obligations under the Deposit Agreement, and the Holders and Beneficial Owners will be entitled to all of their rights under the Deposit Agreement.
If any ADSs shall remain outstanding after the Termination Date, the Registrar and the Depositary shall not, after the Termination Date, have any obligation to perform any further acts under the Deposit Agreement, except that the Depositary shall, subject, in each case, to the terms and conditions of the Deposit Agreement, continue to (i) collect dividends and other distributions pertaining to Deposited Securities, (ii) sell Deposited Property received in respect of Deposited Securities, (iii) deliver Deposited Securities, together with any dividends or other distributions received with respect thereto and the net proceeds of the sale of any other Deposited Property, in exchange for ADSs surrendered to the Depositary (after deducting, or charging, as the case may be, in each case, the fees and charges of, and expenses incurred by, the Depositary, and all applicable taxes or governmental charges for the account of the Holders and Beneficial Owners, in each case upon the terms set forth in Section 5.9 of the Deposit Agreement), and (iv) take such actions as may be required under applicable law in connection with its role as Depositary under the Deposit Agreement.
Notwithstanding anything contained in the Deposit Agreement or any ADR, in connection with the termination of the Deposit Agreement, the Depositary shall, at the instruction of the Company only, distribute to all Holders in a mandatory exchange for, and upon a mandatory cancellation of, their ADSs the corresponding Deposited Securities evidenced by the ADSs so cancelled, upon such terms and conditions as the Depositary may deem reasonably practicable and appropriate, subject however, in each case, to the limitations of the laws of Israel and to receipt by the Depositary of (i) confirmation of satisfaction by the Company of the
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applicable registration requirements under the Securities Act and the Exchange Act, and (ii) payment of the applicable taxes and the ADS fees and charges of, and reimbursement of the applicable expenses incurred by, the Depositary (including, without limitation, the fees and expenses of counsel to Depositary). The mandatory exchange of cancelled ADSs for Deposited Securities may involve the release by the Depositary and/or the Custodian of Deposited Securities to the Company to be held on deposit for Holders and Beneficial Owners of the ADSs cancelled. In the event of such mandatory exchange and cancellation of ADSs for Deposited Securities, the Depositary shall give notice thereof to the Holders of ADSs at least thirty (30) calendar days prior the Termination Date, shall require the Holders of ADRs to surrender their ADRs in exchange for the corresponding Deposited Securities, and shall cancel all ADSs (and, if applicable, the ADRs representing such ADSs) received in exchange for the corresponding Deposited Securities. Upon completion such mandatory exchange of the ADSs for Deposited Securities, the ADSs so converted shall be cancelled, the Depositary shall be discharged from all obligations under the Deposit Agreement except (i) to account for such mandatory exchange (e.g. by providing applicable records to the Company), and (ii) as may be required at law in connection with the termination of the Deposit Agreement, and, if applicable, the Company shall be the holder of any Deposited Securities surrendered to it by the Depositary and/or the Custodian on behalf of the Holders and Beneficial Owners of the ADSs so cancelled. Notwithstanding the foregoing, the obligations of the Company to the Depositary under Sections 5.8, 5.9, 6.2 and 7.6 of the Deposit Agreement shall remain in full force and effect following any mandatory exchange and mandatory cancellation hereunder.
(25) Compliance with, and No Disclaimer under, U.S. Securities Laws. (a) Notwithstanding any provisions in this ADR or the Deposit Agreement to the contrary, the withdrawal or delivery of Deposited Securities will not be suspended by the Company or the Depositary except as would be permitted by Instruction I.A.(1) of the General Instructions to Form F-6 Registration Statement, as amended from time to time, under the Securities Act.
(b) Each of the parties to the Deposit Agreement (including, without limitation, each Holder and Beneficial Owner) acknowledges and agrees that no provision of the Deposit Agreement or any ADR shall, or shall be deemed to, disclaim any liability under the Securities Act or the Exchange Act, in each case to the extent established under applicable U.S. laws.
(26) No Third Party Beneficiaries/Acknowledgments. The Deposit Agreement is for the exclusive benefit of the parties hereto (and their successors) and shall not be deemed to give any legal or equitable right, remedy or claim whatsoever to any other person, except to the extent specifically set forth in the Deposit Agreement. Nothing in the Deposit Agreement shall be deemed to give rise to a partnership or joint venture among the parties nor establish a fiduciary or similar relationship among the parties. The parties hereto acknowledge and agree that (i) Citibank and its Affiliates may at any time have multiple banking relationships with the Company, the Holders, the Beneficial Owners, and their respective Affiliates, (ii) Citibank and its Affiliates may own and deal in any class of securities of the Company and its Affiliates and in ADSs, and may be engaged at any time in transactions in which parties adverse to the Company, the Holders, the Beneficial Owners or their respective Affiliates may have interests, (iii) the Depositary and its Affiliates may from time to time have in their possession non-public information about the Company, the Holders, the Beneficial Owners, and their respective
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Affiliates, (iv) nothing contained in the Deposit Agreement shall (a) preclude Citibank or any of its Affiliates from engaging in such transactions or establishing or maintaining such relationships, or (b) obligate Citibank or any of its Affiliates to disclose such information, transactions or relationships, or to account for any profit made or payment received in such transactions or relationships, (v) the Depositary shall not be deemed to have knowledge of any information any other division of Citibank or any of its Affiliates may have about the Company, the Holders, the Beneficial Owners, or any of their respective Affiliates, and (vi) the Company, the Depositary, the Custodian and their respective agents and controlling persons may be subject to the laws and regulations of jurisdictions other than the U.S. and the State of Israel, and the authority of courts and regulatory authorities of such other jurisdictions, and, consequently, the requirements and the limitations of such other laws and regulations, and the decisions and orders of such other courts and regulatory authorities, may affect the rights and obligations of the parties to the Deposit Agreement.
The Depositary may execute transactions contemplated herein (e.g., foreign currency conversions, and sales of Deposited Property) through one or more divisions of Citibank or through one or more Citibank Affiliates, and any such entity may act as principal for its own account and not as agent, advisor, broker or fiduciary on behalf of any other person and may earn and retain revenue from such transactions, including, without limitation, transaction spreads, commissions and other fees and compensation. The Depositary does not guarantee or represent that the price or rate obtained in any such transaction, or the method for obtaining such price or rate, will be the most favorable that could be obtained at that time.
(27) Governing Law / Waiver of Jury Trial. The Deposit Agreement, the ADRs and the ADSs shall be interpreted in accordance with, and all rights hereunder and thereunder and provisions hereof and thereof shall be governed by, the laws of the State of New York applicable to contracts made and to be wholly performed in that State. Notwithstanding anything contained in the Deposit Agreement to the contrary, any ADR or any present or future provisions of the laws of the State of New York, the rights of holders of Shares and of any other Deposited Securities and the obligations and duties of the Company in respect of the holders of Shares and other Deposited Securities, as such, shall be governed by the laws of the State of Israel (or, if applicable, such other laws as may govern the Deposited Securities).
EACH OF THE PARTIES TO THE DEPOSIT AGREEMENT (INCLUDING, WITHOUT LIMITATION, EACH HOLDER AND BENEFICIAL OWNER) IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING AGAINST THE COMPANY AND/OR THE DEPOSITARY ARISING OUT OF, OR RELATING TO, THE DEPOSIT AGREEMENT, ANY ADR, ANY TRANSACTIONS CONTEMPLATED HEREIN OR THEREIN, THE SHARES OR OTHER DEPOSITED SECURITIES OR ANY ADS (WHETHER BASED ON CONTRACT, TORT, COMMON LAW OR OTHERWISE).
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(ASSIGNMENT AND TRANSFER SIGNATURE LINES)
FOR VALUE RECEIVED, the undersigned Holder hereby sell(s), assign(s) and transfer(s) unto ______________________________ whose taxpayer identification number is _______________________ and whose address including postal zip code is ________________, the within ADR and all rights thereunder, hereby irrevocably constituting and appointing ________________________ attorney-in-fact to transfer said ADR on the books of the Depositary with full power of substitution in the premises.
| Dated: | Name: |
| ||||
| By: | ||||||
| Title: | ||||||
| NOTICE: The signature of the Holder to this assignment must correspond with the name as written upon the face of the within instrument in every particular, without alteration or enlargement or any change whatsoever. | ||||||
| If the endorsement be executed by an attorney, executor, administrator, trustee or guardian, the person executing the endorsement must give his/her full title in such capacity and proper evidence of authority to act in such capacity, if not on file with the Depositary, must be forwarded with this ADR. | ||||||
| SIGNATURE GUARANTEED | ||||||
| All endorsements or assignments of ADRs must be guaranteed by a member of a Medallion Signature Program approved by the Securities Transfer Association, Inc. | ||||||
Legends
[The ADRs issued in respect of Partial Entitlement American Depositary Shares shall bear the following legend on the face of the ADR: “This ADR evidences ADSs representing ‘partial entitlement’ Shares of the Company and as such do not entitle the holders thereof to the same per-share entitlement as other Shares (which are ‘full entitlement’ Shares) issued and outstanding at such time. The ADSs represented by this ADR shall entitle holders to distributions and entitlements identical to other ADSs when the Shares represented by such ADSs become ‘full entitlement’ Shares.”]
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EXHIBIT B
Form of Depositary Notice
B-1
Exhibit 31.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT
I, Richard D. Francis, certify that:
| 1. | I have reviewed this quarterly report on Form 10-Q of Teva Pharmaceutical Industries Limited; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| b. | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| c. | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| d. | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
| a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
| b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: July 29, 2026
| /s/ Richard D. Francis |
| Richard D. Francis |
| President and Chief Executive Officer |
Exhibit 31.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT
I, Eli Kalif, certify that:
| 1. | I have reviewed this quarterly report on Form 10-Q of Teva Pharmaceutical Industries Limited; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| b. | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| c. | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| d. | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
| a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
| b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: July 29, 2026
| /s/ Eli Kalif |
| Eli Kalif |
| Executive Vice President, Chief Financial Officer |
Exhibit 32
CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Teva Pharmaceutical Industries Limited (the “Company”) on Form 10-Q for the period ended June 30, 2026 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), we, Richard D. Francis, President and Chief Executive Officer of the Company, and Eli Kalif, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
| (1) | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
| (2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
| Dated: July 29, 2026 | /s/ Richard D. Francis | |||||
| Richard D. Francis | ||||||
| President and Chief Executive Officer | ||||||
| Dated: July 29, 2026 | /s/ Eli Kalif | |||||
| Eli Kalif | ||||||
| Executive Vice President, Chief Financial Officer | ||||||
Exhibit 99.1
NOTICE OF AMENDMENT OF THE DEPOSIT AGREEMENT AND
TERMINATION OF THE AMERICAN DEPOSITARY RECEIPT(“ADR”) PROGRAM FOR TEVA PHARMACEUTICAL INDUSTRIES LIMITED
To Holders of American Depositary Shares (“ADSs”) of Teva Pharmaceutical Industries Limited
| * | Ticker Symbol and CUSIP No. are provided for convenience only and without any liability for accuracy. |
Amendment
Notice is hereby given that, pursuant to Section 6.1 of the Deposit Agreement, the Company and the Depositary have agreed, effective as of August 31, 2026, to amend the Deposit Agreement to include a mandatory ADS cancellation and exchange process, that is to be implemented at the instruction of the Company in the event of the termination of the existing ADS program.
Effective as of the Books Closure Date, the books and records for issuances and cancellations will be closed and will not reopen. No further ADSs will be issued and surrenders for cancellation will not be accepted after the Books Closure Date.
The Depositary will file (x) a form of Amendment No. 1 to the Second Amended and Restated Deposit Agreement, and (y) a form of ADR that reflects the additional termination provision, with the U.S. Securities and Exchange Commission (the “SEC”) under cover of Post-Effective Amendment No. 1 to Registration Statement on Form F-6. A copy of the filing can be retrieved from the SEC’s website at www.sec.gov under Registration Number 333-269640.
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If you have any questions, please refer to the “Frequently Asked Questions” available at ir.tevapharm.com. Copies of the Deposit Agreement are available at the principal office of the Depositary located at 388 Greenwich Street, New York, NY 10013 and can be retrieved from the SEC’s website at www.sec.gov under Registration Number 333-269640.
Termination
CITIBANK, N.A. HEREBY GIVES NOTICE TO HOLDERS OF THE TERMINATION OF THE ADR PROGRAM EFFECTIVE AS OF THE TERMINATION DATE.
Pursuant to Section 6.2 of the Deposit Agreement, the Company and the Depositary have agreed to terminate the Deposit Agreement and the Company has directed the Depositary to implement a mandatory exchange of Shares for, and mandatory cancellation of, the ADSs. As a result of the termination of the Company’s ADR program in accordance with the Deposit Agreement, upon the Termination Date, holders of ADSs will have their ADSs automatically cancelled and would be entitled to receive the corresponding underlying Shares (the “Mandatory Exchange”) at a rate of one (1) Share for each ADS cancelled.
If you hold your ADSs as a beneficial owner through the systems of The Depository Trust Company (“DTC”) and through your bank, broker or other nominee (“in street name”), it is expected that you will have your ADSs automatically cancelled and will automatically receive your Shares through the DTC account of your nominee without taking any action.
If you hold your ADSs as a registered holder in electronic form (non-certificated), it is expected that you will have your ADSs cancelled and will receive your Shares in book-entry form in the direct registration system (“DRS”).1 You will be contacted by Equiniti Trust Company, LLC (“Equiniti”), proximate to the Termination Date, with instructions on how to access your Shares following the Termination Date and your Shares will be reflected on a DRS statement issued by Equiniti following the Termination Date. You should contact Equiniti following the Termination Date if you have any questions.
If you hold as a registered holder with a physical ADR certificate representing your ADSs, the Shares to which you are entitled will be made available for delivery to you by Equiniti, upon surrender of your outstanding ADR certificate accompanied by appropriate documentation, including a letter of transmittal. Equiniti will contact you on or promptly following the Termination Date at your address registered in the books of the Depositary with additional information and instructions.
As a registered holder (whether certificated or electronic form), if you expect to transact in the Shares on or approximate to the Termination Date, consider moving your ADS position in street name with a broker in DTC in advance of the Books Closure Date to avoid delays in delivery. You are also encouraged to verify that your address on file in the records of the Depositary is current and accurate to receive communications and instructions from Equiniti without delay.
After effectuating the Mandatory Exchange, the Depositary shall be discharged from all obligations under the Deposit Agreement with respect to the ADSs and the Shares.
| Date: July 29, 2026 | Citibank, N.A., as Depositary |
| 1 | You may at any time after the Termination Date request a certificate representing your Shares by contacting Equiniti. |
2