As of December 31, 2020 and 2019, Teva had approximately 1.2 billion ordinary shares issued. Teva ordinary shares are traded on the Tel-Aviv Stock Exchange and on the New York Stock Exchange, in the form of American Depositary Shares (“ADSs”), each of which represents one ordinary share

b.	Mandatory convertible preferred shares

On December 17, 2018,

Teva’s

mandatory convertible preferred shares automatically converted into ordinary shares at a ratio of 1 mandatory convertible preferred share to 16 ADSs, and all of the accumulated and unpaid dividends on the mandatory convertible preferred shares were paid in ADSs, at a ratio of 3.0262 ADSs per mandatory convertible preferred share, all in accordance with the conversion mechanism set forth in the terms of the mandatory convertible preferred shares.

As a result of this conversion, Teva issued 70.6 million ADSs.

c.	Stock-based compensation plans

Stock-based compensation plans are comprised of stock options, RSUs, PSUs, and other equity-based awards to employees, officers, directors and consultants of the Company and its affiliates. The purpose of the plans is to (a) attract, retain, motivate, and reward such individuals, and (b) promote the creation of long-term value for shareholders of the Company by closely aligning the interests of such individuals with those of the shareholders.

On June 29, 2010, the Teva 2010 Long-Term Equity-Based Incentive Plan was approved by Teva’s shareholders, under which 70 million equivalent share units, including options exercisable into ordinary shares, RSUs and PSUs, were approved for grant. The 2010 Plan expired on June 28, 2015 (except with respect to awards outstanding on that date), and no additional awards under the 2010 Plan may be made.

On September 3, 2015, the Teva 2015 Long-Term Equity-Based Incentive Plan was approved by Teva’s shareholders, under which 43.7 million equivalent share units, including options exercisable into ordinary shares, RSUs and PSUs, were approved for grant.

On April 18, 2016, Teva’s shareholders approved an increase of an additional 33.3 million equivalent share units to the share reserve of Teva’s 2015 Long-Term Equity-Based Incentive Plan, so that 77 million equivalent share units, including options exercisable into ordinary shares, RSUs and PSUs, are approved for grant.

On July 13, 2017, Teva’s shareholders approved an increase of an additional 65

million equivalent share units to the share reserve of Teva’s 2015 Long-Term Equity-Based Incentive Plan, so

that 142 million equivalent share units, including options exercisable into ordinary shares, RSUs and PSUs, are approved for grant.

The 2015 Plan expired on June

, 2020 (except with respect to awards outstanding on that date), and no additional awards under the 2015 Plan may be made.

On June 11, 2020, the Teva 2020 Long-Term Equity-Based Incentive Plan was approved by Teva’s shareholders and became effective on July 1, 2020. Under the plan, 68 million shares, including options exercisable into ordinary shares, RSUs and PSUs, were approved for grant.

As of December 31, 2020, 74

million

shares remain available for future awards under the 2020 Long-Term Equity-Based Incentive Plan.

In the past, Teva had various employee stock and incentive plans under which stock options and other share-based awards were granted. Stock options and other share-based awards granted under such prior plans continue in accordance with the terms of the respective plans.

The vesting period of the outstanding options and RSUs is generally from 1 to 4 years from the date of grant. The vesting period of PSUs is generally 3 years from the date of grant. The rights of the ordinary shares obtained from the exercise of options, RSUs or PSUs are identical to those of the other ordinary shares of the Company. The contractual term of these options is primarily for ten years.

Status of options

A summary of the status of the options granted by Teva as of December 31, 2020, 2019 and 2018, and changes during the years ended on those dates, is presented below (the number of options represents ordinary shares exercisable in respect thereof).


	Year ended December 31,
	2020					2019					2018
	Number (in thousands)			Weighted average exercise price		Number (in thousands)			Weighted average exercise price		Number (in thousands)			Weighted average exercise price
Balance outstanding at beginning of year		40,064		$	37.90		48,393		$	38.62		43,121		$	44.32
Changes during the year:
Granted		—			—		—			—		12,401			19.12
Exercised		—			—		(11	)		16.99		(84	)		17.01
Forfeited		(3,610	)		40.24		(8,318	)		42.12		(7,040	)		39.38
Expired		(1,220	)		49.35		—			—		(5	)		50.65

Balance outstanding at end of year		35,234			37.27		40,064			37.90		48,393			38.62

Balance exercisable at end of year		28,556			40.56		26,601			43.41		24,086			46.89

The weighted average fair value of options granted during

these

years was generally estimated by using the Black-Scholes option-pricing model as follows:


	Year ended December 31,
	2020		2019		2018
Weighted average fair value		—		—	$	7.4

The fair value of these options was estimated on the date of grant, based on the following weighted average assumptions:


	Year ended December 31,
	2020		2019		2018
Expected volatility		—		—		40	%
Risk-free interest rate		—		—		2.6	%
Expected term		—		—		5 years

The expected term was estimated based on the weighted average period for which the options granted are expected to be outstanding, taking into consideration the current vesting of options and the historical exercise patterns of existing options. The expected volatility assumption used is based on a blend of the historical and implied volatility of the Company’s stock. The risk-free interest rate used is based on the yield of U.S. Treasuries with a maturity closest to the expected term of the options granted.

The following tables summarize information as of December 31, 2020 regarding the number of ordinary shares issuable upon (1) outstanding options and (2) vested options:


(1) Number of ordinary shares issuable upon exercise of outstanding options
Range of exercise prices	Balance at end of period (in thousands)		Weighted average exercise price		Weighted average remaining life
	Number of shares		$		Years
Lower than $15.01		592		11.40		6.84
$15.01 - $25.00		10,087		18.93		7.12
$25.01 - $35.00		7,221		34.61		6.16
$35.01 - $45.00		5,216		40.66		1.46
$45.01 - $55.00		7,895		51.06		4.10
$55.01 - $65.00		4,223		59.26		4.30

Total		35,234		37.27		5.07


(2) Number of ordinary shares issuable upon exercise of vested options
Range of exercise prices	Balance at end of period (in thousands)		Weighted average exercise price		Weighted average remaining life
	Number of shares		$		Years
Lower than $15.01		394		11.40		6.84
$15.01 - $25.00		5,431		18.81		7.09
$25.01 - $35.00		5,423		34.61		6.16
$35.01 - $45.00		5,216		40.66		1.46
$45.01 - $55.00		7,895		51.06		4.10
$55.01 - $65.00		4,197		59.28		4.30

Total		28,556		40.56		4.65

The aggregate intrinsic value represents the total pre-tax intrinsic value, based on the Company’s closing stock price of $ 9.65

on December 31, 2020, less the weighted average exercise price in each range. This represents the potential amount receivable by the option holders had all option holders exercised their options as of such date. As of December 31, 2020, there were no exercisable options that were

in-the-money.

The total intrinsic value of options exercised during the years ended December 31, 2019 and 2018 was immaterial, based on the Company’s average stock price of $11.50 and $20.92, for the years then ended, respectively.

No options were exercised during 2020.

Status of

non-vested

RSUs and PSUs

The following table summarizes information about the number of RSUs and PSUs

granted

and outstanding:


	Year ended December 31,
	2020					2019					2018
	Number (in thousands)			Weighted average grant date fair value		Number (in thousands)			Weighted average grant date fair value		Number (in thousands)			Weighted average grant date fair value
Balance outstanding at beginning of year		15,977		$	16.49		10,403		$	20.93		7,468		$	27.95
Granted		10,848			11.42		9,303			15.36		5,900			18.80
Vested		(4,324	)		19.49		(2,435	)		30.24		(1,638	)		37.30
Forfeited		(1,781	)		18.18		(1,294	)		18.74		(1,327	)		32.50

Balance outstanding at end of year		20,720			13.81		15,977			16.49		10,403			20.93

The Company expenses compensation costs are based on the grant-date fair value. For the years ended December 31, 2020, 2019 and 2018, the Company recorded stock-based compensation costs as follows:


	Year ended December 31,
	2020		2019		2018
	(U.S. $ in millions)
Employee stock options	$	30	$	46	$	74
RSUs and PSUs		99		73		81

Total stock-based compensation expense		129		119		155
Tax effect on stock-based compensation expense		14		14		18

Net effect	$	115	$	105	$	137

As of December 31, 2020, the total unrecognized compensation cost before tax on employee stock options and

RSUs

/PSUs amounted to $20

million and $164

million, respectively. This cost is expected to be recognized over a weighted average period of approximately 1.1

years and 2.5 years, respectively.

Dividends

Teva has not paid dividends on Teva ordinary shares or ADSs since December 2017.

e.	Accumulated other comprehensive los s

The components of accumulated other comprehensive loss attributable to Teva are presented in the table below:


	Net Unrealized Gains/(Losses)									Benefit Plans
	Foreign currency translation adjustments			Available- for-sale securities			Derivative financial instruments			Actuarial gains/(losses) and prior service (costs)/credits			Total
	(U.S. $ in millions)

Balance as of January 1, 2018	$	(1,139	)	$	(4	)	$	(619	)	$	(91	)	$	(1,853	)
Cumulative effect of new accounting standard**		—			5			—			—			5
Other comprehensive income/(loss) before reclassifications		(729	)		(1	)		87			4			(639	)
Amounts reclassified to the statements of income		—			1			28			13			42

Net other comprehensive income/(loss) before tax		(729	)		—			115			17			(597	)
Corresponding income tax		(10	)		—			—			(4	)		(14	)

Net other comprehensive income/(loss) after tax*		(739	)		—			115			13			(611	)

Balance as of December 31, 2018		(1,878	)		1			(504	)		(78	)		(2,459	)

Other comprehensive income/(loss) before reclassifications		100			(1	)		54			(11	)		142
Amounts reclassified to the statements of income		—			—			30			(10	)		20

Net other comprehensive income/(loss) before tax		100			(1	)		84			(21	)		162
Corresponding income tax		(16	)		—			—			1			(15	)

Net other comprehensive income/(loss) after tax*		84			(1	)		84			(20	)		147

Balance as of December 31, 2019		(1,794	)		—			(420	)		(98	)		(2,312	)

Other comprehensive income/(loss) before reclassifications		(190	)		—			22			(7	)		(175	)
Amounts reclassified to the statements of income		—			—			35			(12	)		23

Net other comprehensive income/(loss) before tax		(190	)		—			57			(19	)		(152	)
Corresponding income tax		65			—			—			1			66

Net other comprehensive income/(loss) after tax*		(125	)		—			57			(18	)		(86	)

Balance as of December 31, 2020	$	(1,919	)		—		$	(363	)	$	(117	)	$	(2,399	)

*	Amounts do not include foreign currency translation adjustments attributable to non-controlling interests of $56 million gain in 2020 , $14 million gain in 2019 and $26 million gain in 2018.

**	Following the adoption of ASU 2016-01, the Company recorded a $5 million opening balance reclassification from accumulated other comprehensive income to retained earnings.