8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM

8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) April 18, 2024

TEVA PHARMACEUTICAL INDUSTRIES LIMITED

(Exact name of registrants as specified in its charter)


Israel	001-16174	Not Applicable
(State or Other Jurisdiction of Incorporation))	(Commission File Number)	(IRS Employer Identification Number)

124 Dvora Hanevi’a Street

Tel Aviv 6944020, Israel

(Address of Principal Executive Offices, including Zip Code)

+972-3-914-8213

(Registrant’s Telephone Number, including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Copies of communications to:

Check the appropriate box below if the Form

8-K

filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule

14a-12

under the Exchange Act (17 CFR

240.14a-12)

☐

Pre-commencement

communications pursuant to Rule

14d-2(b)

under the Exchange Act (17 CFR

240.14d-2(b))

☐

Pre-commencement

communications pursuant to Rule

13e-4(c)

under the Exchange Act (17 CFR

240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
American Depositary Shares, each representing one Ordinary Share	TEVA	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule

12b-2

of the Securities Exchange Act of 1934

(§240.12b-2

of this chapter).

Emerging Growth Company ☐

If an emerging growth company, indicate by check mark if the registrant

has

elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

ITEM 7.01

Regulation FD Disclosure

As previously disclosed in Teva Pharmaceutical Industries Limited’s (“Teva”) Quarterly Report on Form

10-Q

for the quarter ended September 30, 2023 and Annual Report on Form

10-K

for the year ended December 31, 2023, in conjunction with a recent shift in executive management responsibilities and in alignment with Teva’s Pivot to Growth strategy, Teva decided that Canada will no longer be included as part of Teva’s North America segment as of January 1, 2024. From that date, Teva’s North America segment will

comprised solely of the United States and will be referred to as the “United States Segment,” while Canada will be reported as part of Teva’s International Markets segment. Teva will align its internal financial and segment reporting and its reporting units in accordance with this change in Teva’s reporting segments effective for the quarter ended March 31, 2024.

As a convenience to investors who may want to consider the effects of the above change in Teva’s reporting segments in advance of first quarter earnings, Teva is making available the recasting of summary historical results for the years ended December 31, 2023 and 2022 and for each quarter of 2023 on a segment basis and for Canada only, which is provided as Exhibit 99.1 hereto. Beginning with the quarter ended March 31, 2024, Teva’s financial statements will reflect the new reporting structure with prior periods adjusted accordingly.

The information in this Item 7.01 and Exhibit 99.1 hereto is being furnished to the Securities and Exchange Commission (the “Commission”) and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) nor shall it be deemed incorporated by reference in any filing made by the Company under the Securities Act or the Exchange Act, except as set forth by specific reference in such filing.

ITEM 9.01

Financial Statements and Exhibits

(a) Exhibits


Exhibit No.		Description of Document

99.1		Selected financial data by segment (unaudited).

104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

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


	TEVA PHARMACEUTICAL INDUSTRIES LIMITED

Date: April 1 8 , 2024	By:	/s/ Eli Kalif
	Name:	Eli Kalif
	Title:	Executive Vice President, Chief Financial Officer

Exhibit 99.1

The following tables present revenues, expenses and profit for each segment for the years ended December 31, 2023 and 2022, and for the three months ended December 31, 2023, September 30, 2023, June 30, 2023 and March 31, 2023:


	United States Segment
	Year ended December 31,						Three months ended
	2023			2022			December 31,			September 30,			June 30,			March 31,
							2023
	(Unaudited, U.S.$ in millions)
Revenues	$	7,731		$	7,003		$	2,266		$	1,896		$	1,892		$	1,677
Gross profit		4,310			3,734			1,444			1,060			1,017			789
R&D expenses		604			485			144			156			156			149
S&M expenses		938			879			238			243			250			207
G&A expenses		378			440			90			93			101			95
Other income		(5	)		(3	)		(1	)		(2	)		(1	)		§

Segment profit*	$	2,394		$	1,934		$	974		$	571		$	511		$	338


	Europe Segment
	Year ended December 31,						Three months ended
	2023			2022			December 31,		September 30,		June 30,			March 31,
							2023
	(Unaudited, U.S.$ in millions)
Revenues	$	4,837		$	4,525		$	1,344	$	1,146	$	1,163		$	1,184
Gross profit		2,726			2,700			783		648		640			655
R&D expenses		220			213			52		62		53			53
S&M expenses		767			748			203		184		194			187
G&A expenses		263			246			67		66		61			70
Other income		(2	)		(3	)		§		§		(1	)		§

Segment profit*	$	1,478		$	1,496		$	461	$	338	$	334		$	345


	International Markets Segment
	Year ended December 31,						Three months ended
	2023			2022			December 31,			September 30,			June 30,			March 31,
							2023
	(Unaudited, U.S.$ in millions)
Revenues	$	2,351		$	2,352		$	601		$	591		$	578		$	581
Gross profit		1,160			1,224			299			293			283			285
R&D expenses		104			119			24			30			23			27
S&M expenses		487			467			134			116			125			113
G&A expenses		142			154			37			33			34			38
Other income		(39	)		(54	)		(4	)		(2	)		(31	)		(1	)

Segment profit*	$	465		$	538		$	109		$	117		$	132		$	108

*	Segment profit is comprised of gross profit for the segment less R&D expenses, S&M expenses, G&A expenses and other income related to the segment. Segment profit does not include amortization and certain other items.

The following tables present revenues by major products and activities for each segment for the years ended December 31, 2023 and 2022 and for the three months ended December 31, 2023, September 30, 2023, June 30, 2023 and March 31, 2023:


	United States Segment
	Year ended December 31,				Three months ended
	2023		2022		December 31,		September 30,		June 30,		March 31,
					2023
	(Unaudited, U.S.$ in millions)
Generic products		3,138		3,155		667		839		884		747
AJOVY		211		210		57		56		52		46
AUSTEDO		1,225		963		408		339		308		170
BENDEKA and TREANDA		237		309		52		56		67		62
COPAXONE		297		359		72		98		56		71
Anda		1,577		1,471		394		367		392		424
Other		1,047		536		616		142		131		158

Total	$	7,731	$	7,003	$	2,266	$	1,896	$	1,892	$	1,677


	Europe Segment
	Year ended December 31,				Three months ended
	2023		2022		December 31,		September 30,		June 30,		March 31,
					2023
	(Unaudited, U.S.$ in millions)
Generic products		3,664		3,466		938		886		909		932
AJOVY		160		124		45		41		39		36
COPAXONE		231		268		56		55		60		59
Respiratory products		265		273		70		61		66		68
Other		516		393		234		104		89		89

Total	$	4,837	$	4,525	$	1,344	$	1,146	$	1,163	$	1,184


	International markets Segment
	Year ended December 31,				Three months ended
	2023		2022		December 31,		September 30,		June 30,		March 31,
					2023
	(Unaudited, U.S.$ in millions)
Generic products		1,932		1,980		506		470		478		477
AJOVY		63		42		19		18		14		13
COPAXONE		63		64		12		16		17		17
Other		293		266		64		87		69		74

Total	$	2,351	$	2,352	$	601	$	591	$	578	$	581

The following tables present revenues by major products and activities for Canada for the years ended December 31, 2023 and 2022 and for the three months ended December 31, 2023, September 30, 2023, June 30, 2023 and March 31, 2023:


	Canada
	Year ended December 31,				Three months ended
	2023		2022		December 31,		September 30,		June 30,		March 31,
					2023
	(Unaudited, U.S.$ in millions)
Generic products		337		394		86		89		84		77
AJOVY		20		7		6		6		5		3
AUSTEDO		—		—		—		—		—		—
BENDEKA and TREANDA		4		7		1		1		1		1
COPAXONE		23		28		5		5		8		5
Anda		—		—		—		—		—		—
Other		9		13		1		4		1		2

Total	$	393	$	449	$	99	$	106	$	99	$	89