SecProbe.io

April 10, 2012

Via E-mail
Mr. Eyal Desheh Chief Financial Officer
Teva Pharmaceutical Industries Limited
5 Basel Street
P.O. Box 3190
Petach Tikva 49131, Israel

Re: Teva Pharmaceutical Industries Limited
  Form 20-F for Fiscal Year Ended December 31, 2011
Filed February 17, 2012
  File No. 000-16174

Dear Mr. Desheh:
 We have reviewed your filing and have the following comments.  In our comments, we
ask you to provide us with information so  we may better underst and your disclosure.
 Please respond to this letter within 10  business days by providing the requested
information or by advising us when you will provide the requested response.  If you do not believe a comment applies to your facts and circ umstances, please tell us why in your response.
Please furnish us a letter on EDGAR under the fo rm type label CORRESP that keys your
responses to our comments.
 After reviewing the information provided, we may raise additional comments and/or
request that you amend your filing.

Item 4: Information on the Company

Regulation
Government Reimbursement Programs, page 48
1. You have disclosed several changes due to the Healthcare Reform Act that may affect
your financial statements including increas ing Medicaid rebates, narrowing sales
definitions for average manufacturer price purposes and expanding Medicaid rebates to cover Medicaid managed care programs. You al so disclose that unde r the new legislation,
certain pharmaceutical companies are now obligated to fund 50% of the patient
obligation in the “donut hole.” Additionall y, you indicate that commencing in 2011, an
excise tax was levied against certain bra nded pharmaceutical products to be apportioned
to qualifying pharmaceutical companies acro ss the industry based on an allocation of
their governmental programs as a portion of total pharmaceutical government programs.

Mr. Eyal Desheh
Teva Pharmaceutical Industries Limited April 10, 2012 Page 2
 Please provide us proposed accounting policy disc losures to be included in your financial
statements in future periodic reports regarding thes e changes.  For example, disclose how
you are recording the amounts due for the ex cise tax assessed to pharmaceuticals and
where the amounts are classified in the income statement.  In addition, please provide us
proposed disclosure to be included in fu ture periodic reports for Management’s
Discussion and Analysis of the effects the Healthcare Reform Act had on your liquidity
and results of operations for each period pr esented and the anticipated effects the
legislation will have on your future liquidity  and results of operations.  For example,
consider disclosing, if known, your anticipated sh are of the excise tax that will be levied
on your current and future results of operations  as well as any other anticipated effects on
your results of operations of other changes in the law.
Item 5: Operating and Financial Review and Prospects

Results of Operations
Gross Profit, page 64
 2. Please expand your analysis to quantify the primary factors underl ying the changes in
gross profit for each period presented. In part icular, quantify the reduction in gross profit
margins due to the fewer number of high-marg in generic products and the increase in
gross profit margins due to sales of higher margin innovative and branded products. Also,
describe and quantify the impact of the d eclining sales of prio r year generic drug
launches, such as the 2011 decline in sales of key 2010 launches as disclosed on page 61.
In addition, quantify the component s of cost of sales other than the cost of inventory sold,
such as amortization of purchased intangible as sets and cost of regul atory actions taken in
various manufacturing facilities.

Research and Development Expenses, page 65

3. Please disclose the composition of the total research and development expense shown in
the financial statements for each period presented based on how you manage these activities.  In this regard, we believe di stinguishing between disc overy, preclinical and
clinical development categories and further by late stage, such as phase III development
categories along with providing the number of projects in each category, facilitates
investors’ understanding of the pipeline and related tre nds.  To the extent that
management has information available by th erapeutic class, such as the breakdown
beginning on page 36, we believe that this information further e nhances investors’
understanding of research and development expense and related trends.

4. For projects that are in the late stage of development such as phase III as presented
beginning page 36, unless management believes that the expected effect on results of
operations or financial position from the project  when completed will be insignificant, we
believe disclosure about each project should be enhanced to provide insight into expected
effects on future operations, financial position or liquidity.  For those projects, we would
expect the following to be discussed:

Mr. Eyal Desheh
Teva Pharmaceutical Industries Limited April 10, 2012 Page 3

 The month and year the project entered in to the current phase of development;
 Significant patents associated with th e project and their expiration dates
and/or other information, as applicable, th at provides insight into the period of
exclusivity available;

Supplemental Non-GAAP Income Data

Reconciliation between reported Net Income attri butable to Teva and Earnings per share as
reported under US GAAP to Non-GAAP Net Income  attributable to Teva and Earnings per
share, page 70
5. It is generally not appropriate to present a full non-GAAP income statement for purposes
of reconciling non-GAAP measures to the mo st directly comparable GAAP measures.
Presenting a full non-GAAP income statement may attach undue prominence to the non-
GAAP information.  Please refer to Complia nce and Disclosure Interpretation 102.10.
Liquidity and Capital Resources, page 79

6. You state on page F-15, that your “exposur e of credit risks related to other trade
receivables (i.e. outside of US) is limited due to the relatively large number of Group
customers and wide geographic dispersion.”  However your disclosure on page F-54
indicates that revenue in the European count ries approximated 30% of your total revenue
in 2011.  Given the current economic situa tion in Europe, please provide proposed
disclosure to be included in MD&A in future filings to breakdown your accounts receivable balances from product sales by each country experiencing significant
economic, fiscal and/or political strains such  that the likelihood of default would be
higher than would be anticipated  when such factors do not ex ist.  Separately disclose
amounts due, if any, directly from or funded by each country’s government. Your disclosure should provide the amount of recei vable balances that are current and those
past due showing the number of days past due.  Clearly state the allowance for doubtful
accounts for each country and provide an anal ysis of why you believe your allowance is
appropriate.
7. On page 76 you state that in 2011, you dist ributed dividends in the amount of $370
million out of your previously exempt income  and paid the corporate tax due on such
distributions. In future years, you expect to have sufficient income from non-exempt and
strategic Approved Enterprise sources to f und your dividend distri butions. You state in
Note 1u to the financial statements on page  F-14 that you have not provided deferred
taxes on the income that you intend to perm anently reinvest and not distribute as
dividends.  Please provide us propos ed disclosure to be included  in future periodic filings
for Note 14 – Income Taxes that complies with  each of the disclosu re requirements of
ASC 740-30-50-2.  Further, tell us your cons ideration of providing liquidity disclosures
in MD&A to discuss that your use of certain funds may be limited. In this regard, please
provide us proposed disclosure to be included in future periodic filings that includes a

Mr. Eyal Desheh
Teva Pharmaceutical Industries Limited April 10, 2012 Page 4
 discussion of the amount of cash and investment s that are currently held by your foreign
subsidiaries that are not available to use by the Company or its other subsidiaries outside
those foreign operations. Refer to Item 303(a )(1) of Regulation S-K and Section IV of
SEC Release 33-8350.

Notes to Consolidated Financial Statements

Note 1—Significant Accounting Policies
z. Collaboration arrangements, page F-16

8.  Please refer to your disclosure that “payments between the Company and the
counterparty to the collaboration agreement to be accounted for in accordance with
already existing generally accepted accounting principles, unless none exist, in which
case a reasonable, rational, consistent method s hould be used.”  Please explain to us those
situations when generally accepted accounti ng principles do not provide guidance for
payments between counterparties under your co llaboration agreements and describe your
accounting treatment in these situations. Revise provide proposed revise d disclosure to be
included in future pe riodic reports.
 Note 2—Certain Transactions

7) Consumer health care partnershi p with Proctor & Gamble, page F-22

9. Please describe and quantify th e principal terms gove rning this partnership agreement.
 Note 12. Commitments and Contingencies

b. Contingencies, page F-35

10. You state on page F-36 that “depending upon a co mplex analysis of a variety of legal and
commercial factors, Teva may, in certain circ umstances, elect to market a generic product
even though litigation is still pending. This could be before  any court decision is rendered
or while an appeal of a lower court decisi on is pending. To the extent Teva elects to
proceed in this manner, it could face substant ial liability for patent infringement if the
final court decision is adverse to Teva.”  You also state that in the event of a finding of
willful infringement, the damages may be up to  three times the profits lost by the patent
owner.
 To the extent that you have had significan t sales relating to drugs you have begun to
market that were subject to patent li tigation, please quantify the sales you have
recorded in your financial statements fo r each period presented and to date.
 Please quantify the maximum amount of damages that you may be required to pay
if the patent litigation is not resolved in your favor.

Mr. Eyal Desheh
Teva Pharmaceutical Industries Limited April 10, 2012 Page 5
 We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
   In responding to our comments, please pr ovide a written statement from the company
acknowledging that:
 the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;
 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and
 the company may not assert staff comments as  a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of  the United States.
 Please contact Frank Wyman, St aff Accountant, at (202) 551 -3660 or Mary Mast, Senior
Staff Accountant, at (202) 551-3613 if you have a ny questions regarding the comments. In this
regard, do not hesitate to contact me at (202) 551-3679.

Sincerely,
  /s/ Jim B. Rosenberg
Jim B. Rosenberg
Senior Assistant Chief Accountant