Untitled Document

Initial Letter Date

Form filed

Market Capitalization

03/16/2012

10-K

$ 104,340 M

We note in your most recent earnings conference call you disclosed that your "cash is largely offshore" (i.e. held by your foreign subsidiaries) and it is considered "tax inefficient to repatriate." We also note that you expect in fiscal 2012 to generate $[xx] billion in cash from operations, use $[xx] billion for capital expenditures, $[xx] billion for share repurchases and $[xx] billion for dividends. Further, over half of your revenue and income from operations are generated offshore. Considering the items noted  above and your disclosure on page [xx] that you intend to continue to reinvest the  $[xx] billion in undistributed international earnings for the foreseeable future, and to provide an investor with a better understanding of the availability of funds for  domestic operations (such as payment of debt, dividends, share repurchase,  acquisitions, capital expenditures, etc.), please provide us with, and confirm that in  future Exchange Act filings you will disclose, the following:  the amounts of cash, cash equivalents and short-term investments that are  currently held by your foreign subsidiaries;  the amounts of cash and short-term investments held by foreign subsidiaries  where the funds are not readily convertible into other foreign currencies,  including U.S. dollars;  if foreign earnings are repatriated, disclose that these amounts would be subject  to income tax liabilities both in the US and in the various foreign countries;  explain any other implications or restrictions upon your liquidity that is  impacted by the majority of your cash, cash equivalents and short term  investments held by foreign subsidiaries (e.g. the use of domestic debt to satisfy  domestic priorities including share repurchase and dividends).

Refer to Item 303(a)(1) of Regulation S-K and Section IV of SEC Release 33-8350.