Goodwill

9 Months Ended

Sep. 30, 2024

NOTE 6 – Goodwill:

Changes in the carrying amount of goodwill for the period ended September 30, 2024 were as follows:


	North America			United States		Europe		International Markets			Other					Total
	North America			United States		Europe		International Markets			Teva’s API			Medis		Total
				(U.S. $ in millions)
Balance as of December 31, 2023 (1)	$	6,459		$	—	$	8,466	$	675		$	1,313		$	265	$	17,177
Goodwill allocation related to the shift of Canada to International Markets		(6,459	)		5,813		—		646			—			—		—

Balance as of January 1, 2024	$	—		$	5,813	$	8,466	$	1,321		$	1,313		$	265	$	17,177

Other changes during the period:
Goodwill impairment		—			—		—		—			(1,000	)		—		(1,000	)
Goodwill reclassified as assets held for sale		—			—		—		(29	)		—			—		(29	)
Translation differences and other		—			—		97		(131	)		5			4		(25	)

Balance as of September 30, 2024 (1)	$	—		$	5,813	$	8,563	$	1,161		$	318		$	269	$	16,124

(1)	Cumulative goodwill impairment as of September 30, 2024 and December 31, 2023 was approximately $29.3 billion and $28.3 billion, respectively.

Teva operates its business through three reporting segments: United States, Europe and International Markets. Each of these business segments is a reporting unit. Additional reporting units include Teva’s production and sale of APIs to third parties (“Teva API”) and an

out-licensing

platform offering a portfolio of products to other pharmaceutical companies through its affiliate Medis. Teva’s API and Medis reporting units are included under “Other” in the table above. See note 15 for additional segment information.

Teva determines the fair value of its reporting units using the income approach. The income approach is a forward-looking approach for estimating fair value. Within the income approach, the method used is the discounted cash flow method. Teva begins with a forecast of all the expected net cash flows associated with the reporting unit, which includes the application of a terminal value, and then applies a discount rate to arrive at a net present value amount. Cash flow projections are based on Teva’s estimates of revenue growth rates and operating margins, taking into consideration industry and market conditions. The discount rate used is based on the weighted average cost of capital (“WACC”), adjusted for the relevant risk associated with country-specific and business-specific characteristics. If any of these expectations were to vary materially from Teva’s assumptions, Teva may record an impairment of goodwill allocated to these reporting units in the future.

First Quarter Developments

As further discussed in note 15, as of January 1, 2024, Canada is reported as part of Teva’s International Markets segment and not as part of Teva’s North America segment, which has been renamed as Teva’s United States segment. As a result, Teva aligned its segment reporting and its reporting units in accordance with this change, and reallocated its goodwill to the adjusted reporting units using a relative fair value allocation. In conjunction with the goodwill reallocation, Teva performed a goodwill impairment test for the balances in its adjusted United States and International Markets reporting units and concluded that the fair value of each reporting unit was in excess of its carrying value.

During the first quarter of 2024, management evaluated whether there were any developments that occurred during the quarter to determine if it was more likely than not that the fair value of any of its reporting units was below its carrying amount as of March 31, 2024. Management concluded that no triggering event had occurred and, therefore, no quantitative assessment was performed.

Second Quarter Developments

During the second quarter of 2024, Teva completed its long-range planning (“LRP”) process. The LRP is part of Teva’s internal financial planning and budgeting processes and is discussed and reviewed by Teva’s management and its board of directors.

Additionally, Teva conducted a quantitative analysis of all reporting units as part of its annual goodwill impairment test with the assistance of an independent valuation expert.

As disclosed in prior periods, the excess of the estimated fair value of Teva’s API reporting unit over its estimated carrying amount was negligible as of December 31, 2023 and March 31, 2024. The updated quantitative analysis performed in the second quarter of 2024, which was based on the aforementioned LRP process and Teva’s Pivot to Growth strategy assumptions, resulted in a recognition of a goodwill impairment charge of $400 million related to Teva’s API reporting unit.

Following the goodwill impairment charges recorded in relation to Teva’s API reporting unit, the carrying values of this reporting unit equaled its fair value as of June 30, 2024. Therefore, if business conditions or expectations were to change materially, it may be necessary to record further impairment charges to Teva’s API reporting unit in the future (see “Third Quarter Developments” below).

Teva’s United States, Europe, International Markets and Medis reporting units had fair values in excess of 10% over their book values as of June 30, 2024.

In the second quarter of 2023, Teva recorded a goodwill impairment charge of $700 million related to its International Markets reporting unit, mainly due to an increase in the discount rate due to higher risk associated with country-specific characteristics of several countries.

Third Quarter Developments

During the third quarter of 2024, management evaluated whether there were any developments that occurred during the quarter to determine if it was more likely than not that the fair value of any of its reporting units was below its carrying amount as of September 30, 2024.

As part of this evaluation, management noted a triggering event related to Teva’s API reporting unit, which resulted from updated assumptions in connection with Teva’s intention to divest its API business through a sale.

Teva performed a quantitative assessment in the third quarter of 2024, which resulted in the recording of a goodwill impairment charge of $600 million related to Teva’s API reporting unit.

Following this goodwill impairment charge, the carrying value of Teva’s API reporting unit equaled its fair value as of September 30, 2024. Therefore, if business conditions or expectations, including related to Teva’s intention to divest its API business, were to change materially, it may be necessary to record further impairment charges to Teva’s API reporting unit in the future.

With respect to the remaining reporting units, management concluded that it was not more likely than not that the fair value of any of the reporting units was below its carrying amounts as of September 30, 2024 and, therefore, no quantitative assessment was performed.