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CORRESP
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CORRESP

 April 17, 2020

Securities and Exchange Commission

 100 F Street, N.E.

Washington, D.C. 20549

 Attn: Division of Corporation Finance,
Office of Life Sciences

 Ms. Ibolya Ignat & Mr. Franklin Wyman

  Re:

Teva Pharmaceutical Industries Limited

Form 10-K for the Fiscal Year Ended December 31, 2019

filed February 21, 2020 (the “2019 Form 10-K”)

File No. 001-16174

 Dear Ms. Ignat & Mr. Wyman:

On behalf of Teva Pharmaceutical Industries Limited (“Teva” or the “Company”), set forth below are
Teva’s responses to the comments of the staff (the “Staff”) of the Securities and Exchange Commission (“SEC”) contained in your letter dated March 31, 2020 to Eli Kalif, Teva’s Chief Financial
Officer. For your ease of reference, we have set forth below the Staff’s comments in italics, followed by Teva’s responses thereto.

 Form 10-K for the Fiscal Year Ended December 31, 2019

 Consolidated Financial Statements

 Note 11 – Legal settlements and loss contingencies, page 145:

1.
 During 2019, you recorded an expense of $1,178 million in legal settlement and loss contingencies
“mainly related to an estimated settlement provision recorded in connection with the remaining opioid cases,” of which $646 million was recorded in the second quarter and $468 million was recorded in the third quarter. Please
describe for us the methods and key assumptions used to calculate these loss provisions, particularly the factors that you considered in distinguishing between opioid cases deemed to be probable or not probable. In addition, provide us the following
information in your response.

•

 For the $646 million loss provision, quantify the specific amounts associated with the Oklahoma
litigation, as well as the general loss provision for “a portion of opioid related cases as probable” based on this settlement.

•

 For the $468 million loss provision, quantify the specific amounts associated with the settlement with
“two plaintiffs in the MDL Opioid Proceeding” and the agreement in principle with North Carolina, Pennsylvania, Tennessee and Texas, as well as the general loss provision for “more likely” opioid-related cases based on these
settlements.

•

 Explain the factors considered in determining the timing for recognition of these two opioid loss provisions.

•

 Quantify for us your range reasonably possible losses related to your opioid exposure, and explain why you did
not disclose such range pursuant to ASC 450-20-50-4.

•

 Explain the terms, obligations and rights associated with the nationwide settlement framework and how you
expect this arrangement to operate in future periods, particularly the expected timing for recognition of costs associated with your provision of up to $23 billion of sublingual tablets and up to $250 million of cash payments over a ten-year period.

•

 Describe your expected accounting treatment for each element of this nationwide settlement framework. Refer us
to the applicable authoritative accounting guidance.

 Background

The Company has faced significant litigation relating to the Company’s historic opioid marketing, distribution and monitoring. Since May
2014, more than 2,000 complaints have been filed with respect to opioid sales and distribution against various Teva affiliates, along with a number of other pharmaceutical companies, distributors and chain pharmacies by a number of cities, counties,
states, other political subdivisions, tribes and private plaintiffs (including various putative class actions of individuals) in both state and federal courts. As of December 31, 2019, most of the federal cases have been consolidated into a
multidistrict litigation in the Northern District of Ohio (“MDL Opioid Proceeding”) and the majority of the cases filed in state court have been removed and consolidated into the MDL Opioid Proceeding. A number of state Attorneys
General (“AG”), and in some cases political subdivisions within states, have sued the Company in state courts. Many of those state cases are proceeding, with trials for some matters expected in 2020 and 2021.

The opioid complaints contend that the defendants allegedly engaged in improper marketing and distribution of opioids, including ACTIQ® and FENTORA®. The complaints also assert claims related to Teva’s generic opioid products. Plaintiffs seek a variety of civil and
equitable remedies, including restitution, civil penalties, disgorgement of profits, treble damages, attorneys’ fees and injunctive relief. Certain plaintiffs assert that the measure of damages is the entirety of the costs associated with
addressing the abuse of opioids and opioid addiction and certain plaintiffs have specified multiple billions of dollars in the aggregate as alleged damages. In many of these cases, plaintiffs are seeking joint and several liability among all
defendants.

 Prior to the second quarter of 2019, in accordance with Accounting Standards Codification (“ASC”) 450-20-25-2 “Contingencies”, management evaluated the claims for whether a loss was considered probable and reasonably
estimable. Management concluded, in consultation with internal and external legal counsel, that there were significant potential legal defenses in response to the untested assertions of public nuisance claims related to the legal sale and
distribution of FDA-approved medications. However, at that time, given that the complex and overlapping litigation in multiple jurisdictions had not been tested at trial, management concluded that the
potential exposure was considered reasonably possible and Teva disclosed the exposure could be material in accordance with ASC
450-20-50-3&4. No range of reasonable exposure was considered estimable. See Note 16 to Teva’s Consolidated Financial
Statements in its Form 10-Q for the first quarter of 2019 (page 33):

 “[A]n adverse resolution
of any of these lawsuits or investigations may involve large monetary penalties and could have a material and adverse effect on Teva’s reputation, business, results of operations and cash flows.”

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 Second Quarter of 2019

In the second quarter of 2019, Teva recorded a legal settlement provision of $646 million, of which $585 million was related to the
opioid litigation (comprised of an $85 million settlement in the Oklahoma litigation and an estimated provision of $500 million for certain other opioid cases).

In May 2019, Teva settled the Oklahoma litigation brought by the Oklahoma Attorney General (State of Oklahoma, ex. rel. Mike Hunter, Attorney
General of Oklahoma vs. Purdue Pharma L.P., et. al.) for $85 million. In doing so, Teva was one of the first public companies to settle an opioid-related public nuisance claim.

The Company subsequently determined that it was also likely to settle other similar cases, as settlement of certain cases was viewed to be an
effective long-term strategy for the Company if such settlements resulted in a reasonable economic outcome. As of the end of the second quarter of 2019, there were 24 states that had either brought, or threatened to bring, litigation against the
Company (state AG cases).

 In order to estimate a potential settlement value for the 24 state AG cases, the Company adjusted certain
aspects of the Oklahoma settlement in order to extrapolate to determine a reasonable estimate of potential settlement outcomes related to the state AG cases. In consultation with internal and external legal counsel, the Company identified unique
considerations of the Oklahoma settlement. Those considerations included, but were not limited to: (1) the risk of Teva being held jointly and severally liable for billions of dollars in potential damages claims by plaintiffs with only one
other remaining defendant (a large pharmaceutical, medical device and consumer packaged goods company); (2) the unfavorable political environment of factfinders for a bench trial and on appeal; (3) as the first of many duplicative cases that
could go to trial, the first settlement would come at a significant premium; and (4) the Company’s belief that the Oklahoma AG statewide case had distinct characteristics that would not be applicable to the states’ political
subdivisions.

 The Company considered the factors noted above to calculate a more “normalized” view of the Oklahoma settlement
for extrapolation to the other state AG cases. Accordingly, the Company first adjusted for an estimated premium for the first resolution.1 The Company also

1
 As several authors have noted, there is often a premium for resolving the first of many duplicative cases to go
to trial. See Howard M. Erichson, Interjurisdictional Preclusion, 96 Mich. L. Rev. 945, 956–57 (1998) (“[A] litigant facing potential related litigation with others attributes extra value to avoiding a judgment. This settlement
incentive may affect the parties unequally, changing the settlement dynamic and creating a more favorable settlement for one of the parties, ordinarily the plaintiff. . . . [A] manufacturer facing product liability claims by a number of plaintiffs
may prefer to pay additional money to avoid the risk of an issue-preclusive determination of a product defect. If the first case to reach trial is weak for the defendant–for example, if the plaintiff is especially sympathetic or
plaintiff’s counsel especially well prepared–the defendant will be even more inclined to settle, so that a stronger defense case will be the first to reach judgment.”); L. Elizabeth Chamblee, Unsettling Efficiency: When Non-Class Aggregation of Mass Torts Creates Second-Class Settlements, 65 La. L. Rev. 157, 175–76 (2004) (“Since federal courts permit nonmutual issue preclusion, a mass torts defendant who faces a growing
number of cases arising out of similar facts sees the first trial as a must win situation. . . Due to the high stakes of the first trial for the defendant, the initial plaintiffs can exert more pressure on the defendant to settle.”). Indeed,
this premium has been seen in similar pharmaceutical litigation like in In re Vioxx Products Liability Litigation. Merck reached a settlement in principle in November 2007 to settle product liability claims for $4.85 billion. At the
time of settlement, there were approximately 27,000 filed cases. See Bruce Patsner, The Vioxx Settlement: Salvation or Sell-Out?, Health Law Perspectives (Feb. 2008), available at
http://www.law.uh.edu/Healthlaw/perspectives/2008/(BP)%20vioxx.pdf. This equates to average nationwide settlement of approximately $180,000 per claim. However, the first jury verdict was for $234 million, which was
reduced to $26.1 million and then immediately appealed. See Pastner, at n.21. This demonstrates the significant premium for the first successful jury trial compared to the nationwide settlement ($26.1 million versus an average
claim of $180,000).

 3

considered the degree to which a payment to the plaintiffs to settle litigation would be more cost-effective than paying legal fees to try cases to verdict. The result of this estimation was a
minimum amount of approximately $500 million to settle the 24 state AG cases. Although management considered other scenarios for the state AG cases, these were only “settlement scenarios”, which were not indicative of a high end of
the range for ultimate outcome which could include numerous lengthy trials to inestimable verdicts. Given the relatively early stage of the cases and the above-referenced variables, management could not determine a reasonable upper end of the range
that would be meaningful to users of the financial statements, as the various scenarios were complex and difficult to estimate. The Company also could not determine any amount within the estimate range to be better than any other. Accordingly, in
accordance with ASC 450-20-30-1, the Company recorded a liability of $500 million at that time for the estimated settlement
value of the state AG cases at the low end of the range of potential settlement outcomes.

 In addition, as noted in Teva’s Form 10-Q for the second quarter of 2019, the Company accounted for only a portion of the opioid cases at that time (the state AG cases, as noted above). As of June 30, 2019, the cases that were included in the MDL
Opioid Proceeding were not factored into the settlement provision estimate. The outcome in the MDL Opioid Proceeding (federal proceeding) was viewed as having an overall higher probability of success for Teva than the state AG cases. The majority of
the cases in the MDL Opioid Proceeding relate to state political subdivisions. Given the significant overlap (same population included between state, county and subdivisions) between the potential damages claims in the MDL Opioid Proceeding and the
state AG cases, it had not yet been determined if any damages would be awarded or, if damages were awarded, the extent to which damages awarded to states would be allocable to the subdivisions. Therefore, at the time, any damages in the MDL Opioid
Proceeding were not considered probable or estimable in accordance with ASC 450-25-20-2.

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 Third Quarter of 2019

In the third quarter of 2019, Teva recorded a legal settlement provision of $468 million, of which $440 million was related to an
increase in the provision for opioid litigation. During the third quarter of 2019, two events occurred related to the opioid litigation that led the Company to reconsider the estimated low end of the range of potential settlements:

•

 In October 2019, the Company settled with two Ohio county political subdivisions in the MDL Opioid Proceeding
Track 1 litigation (“Ohio Track 1 settlement”). The terms of the settlement were $20 million cash payment of four equal installments over three years and a three year product supply of buprenorphine/naloxone2 valued at $25 million at Wholesaler Acquisition Cost (“WAC”).3

•

 Concurrently with such settlement, the Company entered into an agreement in principle for a nationwide framework
for resolving outstanding opioid-related claims with the Attorneys General of four states. Teva’s agreement is in part with the big three distributors (McKesson, Cardinal Health and AmerisourceBergen) as well as Johnson & Johnson,
which other defendants have agreed to provide aggregate cash consideration of over $22 billion.4 The framework is designed to provide a vehicle to resolve the majority of the remaining state
and political subdivision opioid-related litigation. Teva agreed in principle to a payment of $250 million over 10 years (less a credit of $10 million related to the Track 1 settlement discussed above) plus a
ten-year product supply of buprenorphine/naloxone tablets valued at $23 billion at WAC.

2
 Generic suboxone (buprenorphine/naloxone) is recognized as the leading pharmaceutical treatment for opioid
abuse disorder.

3
 The framework is based on WAC value, over the ten year period of the product agreement term, to capture a
market comparable value. Wholesale Acquisition Cost is defined in 42 CFR Part 403 (HHS/CMS Rule Re: Regulation to Require Drug Pricing Transparency) as follows: “Wholesale acquisition cost means, with respect to a prescription drug or
biological product, the manufacturer’s list price for the prescription drug or biological product to wholesalers or direct purchasers in the United States, not including prompt pay or other discounts, rebates or reductions in price, for the
most recent month for which the information is available, as reported in wholesale price guides or other publications of drug or biological product pricing data.” See § 403.1201(d).

WAC is commonly understood to be closer to gross revenue and not a true indicator of the net revenue in the generic pharmaceutical industry.
See Medicine Use and Spending in the U.S.: A Review of 2017 and Outlook to 2022, IQVIA Institute, at Chart 36 (2018), available at
https://www.iqvia.com/-/media/iqvia/pdfs/institute-reports/medicine-use-and-spending-in-theus-a-review-of-2017-and-outlook-to-2022.pdf (finding that in 2017 only 36% of the W