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CORRESP

 December 20, 2022

Securities and Exchange Commission

 Division of Corporation
Finance, Office of Life Sciences

 100 F Street, N.E.

Washington, D.C. 20549

 Attn: Li Xiao and Frank Wyman

    Re:

 Teva Pharmaceutical Industries Limited
Form 10-K for the Fiscal Year Ended December 31,
2021
filed February 9, 2022

 Form 8-K Dated November 3, 2022
File No. 001-16174

 Ladies and Gentlemen:

On behalf of Teva Pharmaceutical Industries Limited (“Teva” or the “Company”), set forth below is Teva’s response to
the comment of the staff (the “Staff”) of the Securities and Exchange Commission contained in your letter dated December 1, 2022 to Eli Kalif, Teva’s Executive Vice President and Chief Financial Officer.

For your ease of reference, we have set forth below the Staff’s comment in italics, followed by Teva’s response thereto.

Form 8-K Dated November 3, 2022

Exhibit 99.1 Teva Reports 2022 Third Quarter Financial Results

Non-GAAP Financial Measures, page 19

1. We note your response to our prior comment and your proposed revisions to future earnings releases as presented in Exhibit B. As indicated in the non-GAAP headnote and reconciliation tables for the three and nine months ended September 30, 2022 and 2021, your revised non-GAAP presentation appears to include most of
the major captions of the consolidated statements of income (loss), which continues to give undue prominence to your non-GAAP financial measures. Please further revise your presentation to comply with Question
102.10 of the Compliance and Disclosure Interpretations on Non-GAAP Financial Measures.

 Response: The
Company acknowledges the Staff’s comment and confirms that the Company will revise the presentation of its non-GAAP financial measures in its earnings releases for future financial periods to comply with
Question 102.10 of the Compliance and Disclosure Interpretations on Non-GAAP Financial Measures. To address the concerns raised by the Staff, the Company will revise its earnings releases for future financial
periods to substantially reflect the proposed changes to the Company’s disclosure under the caption “Non-GAAP Financial Measures” set forth in Exhibit A hereto and the proposed changes to the
Company’s reconciliation of its non-GAAP financial measures for the three months ended September 30, 2022 and 2021 set forth in Exhibit B hereto.

 * * * * * *

Should any member of the Staff have any questions or comments concerning this letter, please do not hesitate to call me.

Very Truly Yours,

 /s/ Eli Kalif

Eli Kalif

Executive Vice President, Chief Financial Officer

Teva Pharmaceutical Industries Limited

 cc:

 David Stark, Executive
Vice President, Chief Legal Officer, Teva

 Amir Weiss, Senior Vice President Finance, Chief Accounting Officer, Teva

Ross M. Leff, Kirkland & Ellis LLP

 Exhibit A

 Non-GAAP Financial Measures

This press release contains certain financial information that differs from what is reported under accounting principles generally accepted in the United
States (“GAAP”). These non-GAAP financial measures, including, but not limited to, non-GAAP operating income, non-GAAP
operating margin, non-GAAP gross profit, non-GAAP gross profit margin, Adjusted EBITDA, free cash flow, non-GAAP tax rate, non-GAAP net income (loss) attributable to Teva and non-GAAP diluted EPS, are presented in order to facilitate investors’ understanding of our business. We utilize
certain non-GAAP financial measures to evaluate performance, in conjunction with other performance metrics. The following are examples of how we utilize the non-GAAP
measures: our management and board of directors use the non-GAAP measures to evaluate our operational performance, to compare against work plans and budgets, and ultimately to evaluate the performance of
management; our annual budgets are prepared on a non-GAAP basis; and senior management’s annual compensation is derived, in part, using these non-GAAP measures. See
the attached tables for a reconciliation of the GAAP results to the adjusted non-GAAP measures. Investors should consider non-GAAP financial measures in addition to, and
not as replacements for, or superior to, measures of financial performance prepared in accordance with GAAP. We are not providing forward looking guidance for GAAP reported financial measures or a quantitative reconciliation of forward-looking non-GAAP financial measures to the most directly comparable GAAP measure because we are unable to predict with reasonable certainty the ultimate outcome of certain significant items including, but not limited to,
the amortization of purchased intangible assets, legal settlements and loss contingencies, impairment of long-lived assets and goodwill impairment, without unreasonable effort. These items are uncertain, depend on various factors, and could be
material to our results computed in accordance with GAAP.

 Exhibit B

Three months ended

September 30,

($ in millions)

2022

2021

 GAAP gross profit

$

1,669

1,794

 GAAP gross profit margin

46.4
%

46.2
%

 Increase (decrease) for excluded items:

 Amortization of purchased intangible assets

145

175

 Costs related to regulatory actions taken in facilities

2

5

 Equity compensation

5

5

 Accelerated Depreciation

44

—

 Other non-GAAP items*

41

104

 Non-GAAP gross profit

$

1,906

2,083

 Non-GAAP gross profit margin**

53.0
%

53.6
%

*
 Other non-GAAP items include other exceptional items that we believe
are sufficiently large that their exclusion is important to facilitate an understanding of trends in our financial results, primarily related to the rationalization of our plants and other unusual events.

**
 Non-GAAP gross profit margin is
non-GAAP gross profit as a percentage of revenue.

Three months ended

September 30,

($ in millions)

2022

2021

 GAAP operating income (loss)

$

419

623

 GAAP operating margin

11.60
%

16.00
%

 Increase (decrease) for excluded items:

 Amortization of purchased intangible assets

165

199

 Legal settlements and loss contingencies

195

3

 Goodwill impairment

—

—

 Impairment of long-lived assets

28

47

 Other R&D expenses

—

—

 Restructuring expenses

25

28

 Costs related to regulatory actions taken in facilities

2

5

 Equity compensation expenses

26

26

 Contingent consideration expenses

6

9

 Gain on sale of business

—

(7
)

 Accelerated depreciation

45

4

 Other non-GAAP items*

67

105

 Non-GAAP operating income (loss)

$

977

1,042

 Non-GAAP operating margin**

27.20
%

26.80
%

*
 Other non-GAAP items include other exceptional items that we believe
are sufficiently large that their exclusion is important to facilitate an understanding of trends in our financial results, primarily related to the rationalization of our plants and other unusual events.

**
 Non-GAAP operating margin is
non-GAAP operating income as a percentage of revenues.

Three months ended

September 30,

($ in millions except per share amounts)

2022

2021

 GAAP Net income (loss) attributable to Teva

$

56

292

 Increase (decrease) for excluded items:

 Amortization of purchased intangible assets

165

199

 Legal settlements and loss contingencies

195

3

 Goodwill impairment

—

—

 Impairment of long-lived assets

28

47

 Other R&D expenses

—

—

 Restructuring expenses

25

28

Three months ended

September 30,

($ in millions except per share amounts)

2022

2021

 Costs related to regulatory actions taken in facilities

2

5

 Equity compensation expenses

26

26

 Contingent consideration expenses

6

9

 Gain on sale of business

—

(7
)

 Accelerated depreciation

45

4

 Financial expenses

14

6

 Share in profits (losses) of associated companies – net

—

—

 Items attributable to non-controlling interests

(4
)

(4
)

 Other non-GAAP items*

67

105

 Corresponding tax effects and unusual tax items

33

(62
)

 Non-GAAP net income attributable to Teva

$

658

651

 Non-GAAP tax rate**

10
%

17
%

 GAAP diluted earnings (loss) per share attributable to Teva

$

0.05

0.26

 EPS difference***

0.54

0.32

 Non-GAAP diluted EPS attributable to Teva***

$

0.59

0.59

*
 Other non-GAAP items include other exceptional items that we believe
are sufficiently large that their exclusion is important to facilitate an understanding of trends in our financial results, primarily related to the rationalization of our plants and other unusual events.

**
 Non-GAAP tax rate is tax expenses excluding the impact of non-GAAP adjustments presented above as a percentage of income (loss) before income taxes excluding the impact of non-GAAP adjustments presented above.

***
 EPS difference and diluted non-GAAP EPS are calculated by dividing our non-GAAP net income attributable to Teva by our non-GAAP diluted weighted average number of shares. The non-GAAP diluted weighted
average number of shares for the three months ended September 30, 2022, and 2021, were 1,119 million and 1,109 million shares, respectively.

Three months
ended

September 30,

($ in millions)

2022

2021

 Net income (loss)

$

58

302

 Increase (decrease) for excluded items:

 Financial expenses

252

241

 Income taxes

107

76

 Share in losses of associated companies- net

1

5

 Depreciation

156

132

 Amortization

165

199

 EBITDA

$

740

954

 Legal settlements and loss contingencies

195

3

 Goodwill impairment

—

—

 Impairment of long lived assets

28

47

 Restructuring costs

25

28

 Costs related to regulatory actions taken in facilities

2

5

 Equity compensation

26

26

 Contingent consideration

6

9

 Other non-GAAP items *

68

99

 Adjusted EBITDA

$

1,089

1,170

*
 Includes other items primarily related to the rationalization of our plants, material litigation fees and other
exceptional events.