As of December 31, 2021 and 2020, 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.	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 (“2010 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 (“2015 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 the 2015 Plan, so that

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 the 2015 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 30, 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 (“2020 Plan”) was approved by Teva’s shareholders and became effective on July 1, 2020. Under the 2020 Plan

, 68 million shares, including options exercisable into ordinary shares, RSUs and PSUs, were approved for grant.

As of December 31, 2021, 78.8 million shares remain available for future awards under the 2020 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 between 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, 2021, 2020 and 2019, 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,
	2021					2020					2019
	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		35,234		$	37.27		40,064		$	37.90		48,393		$	38.62
Changes during the year:
Exercised		—			—		—			—		(11	)		16.99
Forfeited		(3,644	)		36.09		(3,610	)		40.24		(8,318	)		42.12
Expired		(2,575	)		42.40		(1,220	)		49.35		—			—

Balance outstanding at end of year		29,015			36.96		35,234			37.27		40,064			37.90

Balance exercisable at end of year		26,989			38.30		28,556			40.56		26,601			43.41

No options were granted during 2019, 2020 and 2021.

The following tables summarize information as of December 31, 2021 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		5.84
$15.01 - $25.00		8,762		18.95		6.12
$25.01 - $35.00		6,364		34.61		5.16
$35.01 - $45.00		2,679		39.83		0.96
$45.01 - $55.00		6,801		51.01		3.18
$55.01 - $65.00		3,817		59.15		3.33

Total		29,015		36.96		4.37


(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		592		11.40		5.84
$15.01 - $25.00		6,736		18.90		6.11
$25.01 - $35.00		6,364		34.61		5.16
$35.01 - $45.00		2,679		39.83		0.96
$45.01 - $55.00		6,801		51.01		3.18
$55.01 - $65.00		3,817		59.15		3.33

Total		26,989		38.30		4.24

The aggregate intrinsic value represents the total pre-tax intrinsic value, based on the Company’s closing stock price of $8.01 on December 31, 2021, 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, 2021, there were no exercisable options that were in-the-money.

The total intrinsic value of options exercised during the year ended December 31, 2019 was immaterial, based on the Company’s average stock price of $11.50. No options were exercised during 2020 and 2021.

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,
	2021					2020					2019
	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		20,720		$	13.81		15,977		$	16.49		10,403		$	20.93
Granted		12,748			10.42		10,848			11.42		9,303			15.36
Vested		(6,818	)		15.60		(4,324	)		19.49		(2,435	)		30.24
Forfeited		(2,238	)		12.18		(1,781	)		18.18		(1,294	)		18.74

Balance outstanding at end of year		24,412			11.58		20,720			13.81		15,977			16.49

The Company expenses compensation costs are based on the grant-date fair value. For the years ended December 31, 2021, 2020 and 2019, the Company recorded stock-based compensation costs as follows:


	Year ended December 31,
	2021		2020		2019
	(U.S. $ in millions)
Employee stock options	$	16	$	30	$	46
RSUs and PSUs		103		99		73

Total stock-based compensation expense		119		129		119
Tax effect on stock-based compensation expense		12		14		14

Net effect	$	107	$	115	$	105

As of December 31, 2021, the total unrecognized compensation cost before tax on employee stock options and RSUs/PSUs amounted to $

million and $

164

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

0.2

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 loss

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, 2019	$	(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	)

Other comprehensive income/(loss) before reclassifications		(386	)		—			—			18			(368	)
Amounts reclassified to the statements of income		—			—			39			18			57

Net other comprehensive income/(loss) before tax		(386	)		—			39			36			(311	)
Corresponding income tax		31			—			—			(4	)		27

Net other comprehensive income/(loss) after tax*		(355	)		—			39			32			(283	)

Balance as of December 31, 202 1	$	(2,274	)		—		$	(324	)	$	(85	)	$	(2,683	)

*	Amounts do not include foreign currency translation adjustments attributable to non-controlling interests of $107 million loss in 2021, $56 million gain in 2020 and $14 million gain in 2019.