1.

We note that the 2011 “Impact of foreign operations” disclosed in Note 9 “Income Taxes” on page 52 reduced the statutory tax provision by $41,669,000 or 28% of the federal statutory provision. In 2010 the foreign operations effect was an increase to the statutory provision of $13,938,000 or 7%. Note 9 also discloses a materially disproportionate relationship among the U.S. and International components of income from continuing operations and the related provisions for income taxes over the periods 2010 and 2011. Please tell us the causes of the fluctuations and impact over the two periods and what consideration you gave to including discussion of the same in MD&A in view of the materiality of the amounts and fluctuation.

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2.

We note that the estimated fair value a reporting unit, the U.S. operations of your Management Services segment (PBMS-US), exceeded its carrying value by approximately 13% which was not considered substantially in excess of its carrying value. To the extent that the fair value of PBMS-US or another reporting unit is not substantially in excess of the carrying value as of your most recent step one tests pursuant to ASC 350-20-35, we believe your disclosures should also include the following in future filings:

•	A description of the key assumptions used and how the key assumptions were determined;

•	A discussion of the degree of uncertainty associated with the key assumptions; and

•	A description of potential events and/or changes in circumstances that could reasonably be expected to negatively affect the key assumptions

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3.

We note the impact your foreign operations had on your effective tax rate in 2011. Please provide us with a breakdown of the components included in the “impact of foreign operations” line item in your reconciliation of income taxes computed at the federal statutory rate to your provision for income taxes for each period presented, and tell us what consideration was given to providing further quantitative breakdown of this line item in your disclosure. Please refer to Rule 4-08(h)(2) of Regulation S-X.

•	Tax rate differential on foreign earnings representing the difference between the tax accrued by the foreign operations and the tax that would have been accrued by the foreign operations had they been subject to the U.S. Federal income tax rate.

•	Tax impacts associated with the sale of non-U.S. leveraged lease assets.

◦	The Company disclosed a $34 million tax benefit associated with this transaction in note 9 “Income Taxes” on page 51;

◦	The Company supplementally advises the staff that the $34 million tax benefit equates to a $31 million rate reconciliation item as a result of the tax impact associated with the $7 million pre-tax loss on this sale (as disclosed in the “Other income, net” section of the Company’s MD&A on page 15);

◦	In addition, the Company supplementally advises the staff that $9 million was accrued associated with the repatriation of earnings in connection with this sale.

•	Accrual of additional tax associated with current year transfer pricing uncertainties.

•	Accrual on subpart F income and foreign tax credits.

•	Settlement and re-measurement of tax associated with inquiries from non-U.S. tax authorities.

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4.

For your International financing receivables we note you do not disclose credit quality indicators as you do for the North America finance receivables. Your net investment in International finance receivables is 17% of your total finance receivables as of December 31, 2011 while comprising 23% of the total allowances for credit losses. Please explain how a financial statement user can understand how and to what extent you monitor in an ongoing manner the credit quality of your International financing receivables and assess the quantitative and qualitative risks arising from the credit quality of your International financing receivables based on your similar North American credit policies. Please tell us how you have complied with ASC 310-10-50-28 and 29.

•	The extension of credit and management of credit lines to new and existing customers uses a combination of an automated credit score, where available, and a detailed manual review of the customer’s financial condition and, when applicable, the customer’s payment history with the Company.

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Once credit is granted, the payment performance of the customer is managed through automated collections processes and is supplemented with direct follow up should an account become delinquent. The Company has robust automated collections and extensive portfolio management processes. The portfolio management processes ensure that the Company’s global strategy is executed, collection resources are allocated appropriately and enhanced tools and processes are implemented as needed.

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5.

Please explain how your third-party scoring of credit quality determined the appropriate groupings into three degrees of risk “low,” medium” and “high risk” and how those three degrees convey quantitatively the risk of delinquency over the next 12 months. For example, within the medium risk there is a seemingly large range of “average” to “good” credit risk of delinquency for a fairly significant portion of the finance receivables portfolio as of December 31, 2011.

•	Low risk accounts are companies with very good credit scores and are considered to approximate the top 30% of all commercial borrowers.

•	Medium risk accounts are companies with average to good credit scores and are considered to approximate the middle 40% of all commercial borrowers.

•	High risk accounts are companies with poor credit scores, are delinquent or are at risk of becoming delinquent and are considered to approximate the bottom 30% of all commercial borrowers.

6.

We note that your expected rate of return on the U.S. pension plan assets was 8% for 2011. Please explain in reasonable detail how this rate resulted in an expected return of $123,058. To the extent that there are significant assumptions other than the expected rate that effect the expected return on plan assets, please describe the assumptions and tell us what consideration was given to disclosing such assumptions under critical accounting estimates.

•	Fair value of plan assets on the measurement date less a component of the gains and losses associated with the plan for the previous 4 years;

•	Changes in plan assets for expected benefit payments; and

•	$123 million of special pension plan contributions that were made by the Company during the year.

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●	the Company is responsible for the adequacy and accuracy of the disclosure 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 defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.