1.	You state “At December 31, 2012, we had an aggregate of $20.98 billion of unremitted earnings of foreign subsidiaries that have been or are intended to be permanently reinvested…” Please provide us proposed disclosure to be included in future filings to address the following:

•	Provide the disclosures required under ASC 740-30-50-2c.

•	Within Item 7, please disclose the amount of cash and investments that are currently held by your foreign subsidiaries that are considered permanently reinvested and its expected effect on your liquidity and capital resources. Refer to Item 303(a)(1) of Regulation S-K and Section IV of SEC Release 33-8350.

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2.

In this exhibit you present a full statement of non-GAAP income. Please represent to us that you will no longer present such items in future Item 2.02 Form 8-K submissions or elsewhere. Please see Question 102.10 of our Compliance & Disclosure Interpretations for Non-GAAP Financial Measures. Please also see Instruction 2 to Item 2.02 of Form 8-K which indicates that the provisions of Item 10(e)(1)(i) apply to these public disclosures.

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•	We will not present non-GAAP measures in a format that appears to be a non-GAAP income statement. Instead, to the extent that we present multiple non-GAAP measures in a table, the table will be presented as a reconciliation of GAAP measures to selected non-GAAP measures.

•	We will alter the presentation so that it only presents selected non-GAAP measures and does not appear to be a full non-GAAP income statement. Specifically, we will eliminate the following captions, subtotals and line items from the tabular reconciliation of GAAP measures to selected non-GAAP measures:

▪	Operating income,

▪	Net interest income (expense),

▪	Net other income (expense),

▪	Income before income taxes

▪	Dividends paid per share, and

▪	Weighted-average shares outstanding (thousands)-diluted.

•	We will change the heading of the reconciliation to convey clearly that the reconciliation is not a full income statement presentation. Specifically, the heading will be changed as follows:

▪	From:    “Operating Results (Unaudited) - Non-GAAP”

▪	To:    “Reconciliation of GAAP Reported to Selected Non-GAAP Adjusted Information (Unaudited)”

•	We will increase the prominence of the GAAP information by presenting the GAAP Reported information in bold.

•	We will include the following cautionary language in a footnote to the reconciliation table to further emphasize the limitations of the Non-GAAP Adjusted information:

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•	We believe these non-GAAP disclosures (as revised) provide useful supplementary information that has been requested by our investors. We also believe the format of these revised disclosures is consistent with formats provided by many of our peers.

•	we are responsible for the adequacy and accuracy of the disclosure in the filings;

•	staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filings; and

•	we may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

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(a)

We use non-GAAP financial measures that differ from financial statements reported in conformity to U.S. generally accepted accounting principles (“GAAP”). The items that we exclude when we provide non-GAAP measures or expectations are typically highly variable, difficult to predict, and of a size that could have a substantial impact on our reported operations for a period. We believe that these non-GAAP measures provide useful information to investors. Among other things, they may help investors evaluate our ongoing operations. They can assist in making meaningful period-over-period comparisons and in identifying operating trends that would otherwise be masked or distorted by the items subject to the adjustments. Management uses these non-GAAP measures internally to evaluate the performance of the business, including to allocate resources and to evaluate results relative to incentive compensation targets. Investors should consider these non-GAAP measures in addition to, not as a substitute for or superior to, measures of financial performance prepared in accordance with GAAP.

(b)

Certain GAAP Reported measures have been adjusted to eliminate asset impairments, restructuring and other special charges totaling $21.7 million (pretax), or $0.01 per share (after-tax), related to severance costs from actions the company is taking, primarily outside the U.S., to reduce its cost structure and global workforce. Additionally, certain GAAP Reported measures have been adjusted to eliminate income totaling $495.4 million (pretax), or $0.29 per share (after-tax), related to the transfer of exenatide commercial rights outside the U.S. to Amylin.

(c)	Operating expenses include research and development, marketing, selling, and administrative expenses.

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(a)

We use non-GAAP financial measures that differ from financial statements reported in conformity to U.S. generally accepted accounting principles (“GAAP”). The items that we exclude when we provide non-GAAP measures or expectations are typically highly variable, difficult to predict, and of a size that could have a substantial impact on our reported operations for a period. We believe that these non-GAAP measures provide useful information to investors. Among other things, they may help investors evaluate our ongoing operations. They can assist in making meaningful period-over-period comparisons and in identifying operating trends that would otherwise be masked or distorted by the items subject to the adjustments. Management uses these non-GAAP measures internally to evaluate the performance of the business, including to allocate resources and to evaluate results relative to incentive compensation targets. Investors should consider these non-GAAP measures in addition to, not as a substitute for or superior to, measures of financial performance prepared in accordance with GAAP.

(b)	Certain GAAP Reported measures have been adjusted to eliminate asset impairments, restructuring and other special charges totaling $23.8 million (pretax), or $0.01 per share (after-tax), primarily related to the withdrawal of Xigris.

(c)	Operating expenses include research and development, marketing, selling, and administrative expenses.