Sec Google Letters

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

DIVISION OF CORPORATION FINANCE

December 2, 2010 Mr. Eric Schmidt Chief Executive Officer Google Inc. 1600 Amphitheatre Parkway Mountain View, CA 94043 Re: Google, Inc.

Form 10-Q for the quarterly period ended September 30, 2010 Filed on October 29, 2010 Form 10-K for the fiscal year ended December 31, 2009 Filed on February 12, 2010

File No. 000-50726

Dear Mr. Schmidt:

We have reviewed your filings and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.

Please respond to this letter within ten business days by amending your filing, by providing the requested information, or by advising us when you will provide the requested response. If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filings and the information you provide in response to these comments, we may have additional comments. Form 10-K for the fiscal year ended December 31, 2009 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations Results of Operations, page 41 1. Please consider providing disclosures to explain in greater detail the impact on

your effective income tax rates and obligations of having proportionally higher

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Mr. Eric Schmidt Google Inc. December 2, 2010 Page 2

earnings in countries where you have lower statutory tax rates. You should consider explaining the relationship between the foreign and domestic effective tax rates in greater detail. It appears as though separately discussing the foreign effective income tax rates is important information necessary to understanding your results of operations. We refer you to Item 303(a)(3)(i) of Regulation S-K and Section III.B of SEC Release 33-8350.

Liquidity and Capital Resources, page 50 2. Tell us your consideration of providing liquidity disclosures to discuss the

potential tax impact associated with the repatriation of undistributed earnings of foreign subsidiaries. In this regard, consider disclosing the amount of investments that are currently held by your foreign subsidiaries and disclose the impact of repatriating the undistributed earnings of foreign subsidiaries. We refer you to Item 303(a)(1) of Regulation S-K and Section IV of SEC Release 33-8350.

3. We note that you have not included a discussion of the material terms of the

Advanced Pricing Agreement entered into with the Internal Revenue Service, though it appears to be a material agreement within the meaning of Item 601(b)(10) of Regulation S-K. Please tell us what consideration you gave to disclosing the material terms of the agreement. In addition, it appears that the agreement should be filed as an exhibit pursuant to Item 601(b)(10). Please file the agreement as an exhibit to the Form 10-K or provide us with a detailed analysis as to why you believe the agreement is not required to be filed. Please provide us supplementally with a copy of the agreement for our review. Refer to Exchange Act Rule 12b-4.

Consolidated Financial Statements Note 14. Income Taxes, pages 92 4. Please explain your consideration of separately disclosing the income before

income tax expense for domestic operations in addition to your foreign operations. We refer you to Rule 4-08(h) of Regulation S-X.

5. We note the caption in your effective income tax rate reconciliation for foreign

rate differentials. Please clarify what the foreign rate differential represents in each of the three years presented. As part of your response, explain how the foreign rate differential is determined in each fiscal year and identify the significant components of this item.

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Mr. Eric Schmidt Google Inc. December 2, 2010 Page 3 6. Please clarify why you believe it is not practicable to determine the amount of

unrecognized deferred tax liability related to the $12.3 billion in undistributed earnings.

We urge all persons who are responsible for the accuracy and adequacy of the

disclosure in the filing to be certain that the filing includes the information the Securities Exchange Act of 1934 and all applicable Exchange Act rules require. Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.

In responding to our comments, please provide a written statement from the company acknowledging that:

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 a defense in any proceeding

initiated by the Commission or any person under the federal securities laws of the United States.

You may contact Morgan Youngwood, Staff Accountant, at (202) 551-3479 if

you have any questions regarding comments on the financial statements and related matters. Please address questions regarding all other comments to Maryse Mills-Apenteng, Special Counsel, at (202) 551-3457 or Mark P. Shuman, Legal Branch Chief, at (202) 551-3462. Please contact me with any other questions at (202) 551-3730.

Sincerely, Stephen Krikorian

Accounting Branch Chief

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CORRESP 1 filename1.htmFOIA CONFIDENTIAL TREATMENT

REQUESTED BY GOOGLE INC.: GI-0303

December 13, 2010

By EDGAR and Overnight Delivery

United States Securities and Exchange CommissionDivision of Corporation Finance100 F Street, N.E.Washington, D.C. 20549 Attention: Stephen Krikorian, Accounting Branch Chief

Morgan Youngwood, Staff Accountant Mark P. Shuman, Legal Branch Chief Maryse Mills-Apenteng, Special Counsel

Re: Google Inc.

Form 10-Q for the quarterly period ended September 30, 2010 Filed on October 29, 2010 (“Q3 2010 10-Q”) Form 10-K for the fiscal year ended December 31, 2009 Filed on February 12, 2010 (“2009 10-K”) File No. 000-50726

Ladies and Gentlemen:

Google Inc. (“Google”) submits this letter in response to comments from the staff (the “Staff”) of the Securities and ExchangeCommission (the “Commission”) received by letter dated December 2, 2010, relating to the above referenced filings (the “Filings”).

Confidential Treatment RequestBecause of the sensitive nature of the information contained herein and in the Advanced Pricing Agreement (“APA”) between

Google and the Internal Revenue Service (the “IRS”), a copy of which has been requested by the Staff pursuant to Rule 12b-4 of theSecurities Exchange Act of 1934, as amended (the “Exchange Act”), this submission is accompanied by a request for confidentialtreatment for this letter and the APA. Google is requesting confidential treatment for this letter and the APA in connection with theFreedom of Information Act (the “FOIA”) and has filed a separate letter with the Office of Freedom of Information and Privacy ActOperations in connection with that request.

All notices and orders regarding the confidential treatment request should be sent to:

Google Inc.Attention: General Counsel1600 Amphitheatre ParkwayMountain View, CA 94043Phone: (650) 253-4000Fax: (650) 649-1920

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United States Securities and Exchange CommissionDecember 13, 2010Page 2

FOIA CONFIDENTIAL TREATMENTREQUESTED BY GOOGLE INC.: GI-0303

In this letter, we have recited the Staff’s comments in italicized, bold type, and have followed each comment with Google’s

response.

Form 10-K for the Fiscal Year Ended December 31, 2009Item 7. Management’s Discussion and Analysis of Financial Condition and Results of OperationsResults of Operations, page 41

1. Please consider providing disclosures to explain in greater detail the impact on your effective income tax rates andobligations of having proportionally higher earnings in countries where you have lower statutory tax rates. You shouldconsider explaining the relationship between the foreign and domestic effective tax rates in greater detail. It appears asthough separately discussing the foreign effective income tax rates is important information necessary to understandingyour results of operations. We refer you to Item 303(a)(3)(i) of Regulation S-K and Section III.B of SEC Release 33-8350.

We advise the Staff that we disclosed the impact of earnings in foreign jurisdictions, along with how those earnings impact oureffective tax rate comparatively to the higher tax rate in the U.S., in the following sections of our Filings: (a) on pages 48 and 54(under Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”)) of the 200910-K, and (b) on page 21 (under Note 14 of our Notes to Consolidated Financial Statements) of the Q3 2010 10-Q.

We note that as stated in Item 303(a)(3)(i) of Regulation S-K, a company should “describe any unusual or infrequent events ortransactions or any significant economic changes that materially affected the amount of reported income from continuing operationsand, in each case, indicate the extent to which income was so affected. In addition, describe any other significant components ofrevenues or expenses that, in the registrant’s judgment, should be described in order to understand the registrant’s results ofoperations.” We respectfully submit that our earnings from our recurring foreign operations were not materially affected by anyunusual or infrequent events or transactions, which would necessitate additional disclosures that were not already provided.

We also note that as stated in Section III.B of SEC Release No. 33-8350 that “Disclosure should emphasize material informationthat is required or promotes understanding . . . and provide investors and other users with material information that is necessary to anunderstanding of the company’s financial condition and operating performance.” In addition, the disclosures should focus on (a) keyindicators of financial condition and operating performance, (b) materiality, (c) material trends and uncertainties, and (d) analysis.We believe that we have met the preceding criteria because our disclosures indicate the risk that our tax rate could fluctuatedepending on the geographic distribution of our world-wide earnings.

In addition, we provide in our income tax footnote (see Note 14) the amount of total foreign income before income tax and theamount of benefit that we receive from those earnings as part of our effective tax rate reconciliation.

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Liquidity and Capital Resources, page 50

2. Tell us your consideration of providing liquidity disclosures to discuss the potential tax impact associated with therepatriation of undistributed earnings of foreign subsidiaries. In this regard, consider disclosing the amount ofinvestments that are currently held by your foreign subsidiaries and disclose the impact of repatriating the undistributedearnings of foreign subsidiaries. We refer you to Item 303(a)(1) of Regulation S-K and Section IV of SEC Release33-8350.In response to the Staff’s comment, we respectfully submit that our undistributed earnings from our foreign subsidiaries will be

invested indefinitely in those jurisdictions where the undistributed earnings were earned.

We note that as stated in Item 303(a)(1) of Regulation S-K, a company should “identify any known trends or any knowndemands, commitments, events or uncertainties that will result in or that are reasonably likely to result in the registrant’s liquidityincreasing or decreasing in any material way.” We believe that it is appropriate not to disclose the potential tax impact to liquidityassociated with the repatriation of undistributed earnings of our foreign subsidiaries or the amount of investments currently held byour foreign subsidiaries as we have no intention of distributing any of our cumulative earnings to the parent company in the U.S., andas such, there will be no tax impact. As a result, we respectfully submit that we should not be required to disclose any impact toliquidity as a result of the repatriation of undistributed earnings of our foreign subsidiaries. 3. We note that you have not included a discussion of the material terms of the Advanced Pricing Agreement entered into

with the Internal Revenue Service, though it appears to be a material agreement within the meaning of Item 601(b)(10)of Regulation S-K. Please tell us what consideration you gave to disclosing the material terms of the agreement. Inaddition, it appears that the agreement should be filed as an exhibit pursuant to Item 601(b)(10). Please file theagreement as an exhibit to the Form 10-K or provide us with a detailed analysis as to why you believe the agreement isnot required to be filed. Please provide us supplementally with a copy of the agreement for our review. Refer to ExchangeAct Rule 12b-4.In response to the Staff’s comment, we respectfully provide the following information. The APA with the IRS was

entered into in December 2006, and was disclosed in Google’s Annual Report on Form 10-K for the year ended December 31,2006 (“2006 10-K”). We noted the impact of entering into this APA in several sections of the 2006 10-K, including underMD&A on page 52 and the related income tax footnote (Note 13 of our Notes to Consolidated Financial Statements) on page94.

In addition, we respectfully submit that the APA need not be filed as an exhibit to our annual reports pursuant to Item 601(b)(10)of Regulation S-K. We recognize that paragraph (b)(10) of Item 601 requires the filing of “every contract not made in the ordinarycourse of business which is material to the registrant and is to be performed in whole or in part at or after the filing of the registrationstatement or report or was entered into not more than two years before such filing….” We believe that an advanced

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pricing agreement is a type of contract that a registrant like Google would enter into in the ordinary course of its business. Google ismulti-national in its operations and is a taxpayer in a number of jurisdictions. Advanced pricing agreements are an ordinary incidentof the conduct of a multi-national business and are commonly entered into by multi-national entities to achieve greater certainty andpredictability with respect to the U.S. federal income tax consequences of intercompany transfer pricing arrangements.

Paragraph (b)(10)(ii) of Item 601 provides “if a contract is such as ordinarily accompanies the kind of business conducted bythe registrant and its subsidiaries, it will be deemed to have been made in the ordinary course of business and need not be filed unlessit falls into one or more of the [specified] categories.....” The categories specified in that subparagraph do not include advancedpricing agreements or tax arrangements with local or foreign tax authorities. Subparagraph (B) of the specified items pertains tocontracts upon which a registrant’s business is “substantially dependent, as in the case of continuing contracts to sell the major part ofregistrant’s products or services or to purchase the major part of registrant’s requirements of goods services or raw materials or anyfranchise or license or other agreement to use a patent, formula, trade secret, process or trade name upon which the registrant’sbusiness depends to a material extent.” We do not believe that the APA is the type of commercial arrangement contemplated bysubparagraph (B) nor a contract on which Google’s business depends to a substantial extent.

For these reasons, we respectfully submit that no further disclosure is necessary and the APA is not required to be filed as anexhibit.

[CONFIDENTIAL ** ** CONFIDENTIAL]

Consolidated Financial StatementsNote 14. Income Taxes, pages 92

4. Please explain your consideration of separately disclosing the income before income tax expense for domestic operationsin addition to your foreign operations. We refer you to Rule 4-08(h) of Regulation S-K.In response to the Staff’s comment, we respectfully provide the following information. As discussed in Rule 4-08(h) of

Regulation S-X, a disclosure shall be made in the income statement or related footnote related to the “components of income (loss)before income tax expense (benefit) as either domestic or foreign.”

We reported our world-wide income before income tax (“pre-tax earnings”) as part of our Consolidated Statements of Income(see page 62 of our 2009 10-K). In Note 14 of our Notes to Consolidated Financial Statements included in the 2009 10-K (see page92), we disclosed the amount of pre-tax earnings from foreign operations. The residual amount of the pre-tax earnings, which iscalculated by taking the world-wide pre-tax earnings reported on page 62 less the amount of pre-tax earnings disclosed on page 92, isthe amount from domestic operations. Please see below the

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reconciliation between world-wide pre-tax earnings and pre-tax earnings from foreign operations for the last three fiscal years:

Year Ended

World-WidePre-Tax Earnings

(Page 62)

Pre-Tax Earningsfrom Foreign Operations

(Page 92)

Pre-Tax Earnings fromDomestic Operations

(Residual) (In thousands) 12/31/2007 $ 5,673,980 $ 2,466,900 $ 3,207,080 12/31/2008 $ 5,853,596 $ 3,793,700 $ 2,059,896 12/31/2009 $ 8,381,189 $ 4,802,100 $ 3,579,089

In response to the Staff’s comment, in our future Annual Report on Form 10-K and Quarterly Report on Form 10-Q filings, wewill separately disclose the pre-tax earnings from both domestic and foreign operations. 5. We note the caption in your effective income tax rate reconciliation for foreign rate differentials. Please clarify what the

foreign rate differential represents in each of the three years presented. As part of your response, explain how the foreignrate differential is determined in each fiscal year and identify the significant components of this item.We advise the Staff that for each of the three years that the effective tax rate reconciliation is disclosed in our tax footnote, our

foreign tax rate differential represents the sum of the following:

• Impact to the tax rate as a result of earning income, which is taxed at rates different from the U.S. This is calculatedby determining the (hypothetical) U.S. liability related to those earnings by taking the total amount of foreignearnings and multiplying it by the statutory tax rate of 35%. We then compare the amount calculated above to theactual amount of foreign taxes accrued, which includes local income taxes, potential withholding taxes, and otherfranchise or capital taxes. The difference between the two amounts represents the amount of the benefit related to thefact that these profits were earned in the foreign jurisdictions as opposed to in the U.S.

• Any U.S. tax expense directly related to the foreign earnings that are taxed at a different rate (e.g. Subpart F

income).

• Tax benefits for U.S. foreign tax credits related to any of the items above. 6. Please clarify why you believe it is not practicable to determine the amount of unrecognized deferred tax liability related

to the $12.3 billion in undistributed earnings.In response to the Staff’s comment, we respectfully provide the following information. We have asserted under ASC

740-30-25-3 (previously APB 23, paragraph 12) that (a) we have overcome the presumption that all undistributed earnings will betransferred to the parent company, and (b) no income

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taxes should be accrued since our subsidiaries will indefinitely reinvest those earnings. As such, we are not required to accrue thedeferred tax liabilities related to these undistributed earnings. It is not practicable to calculate the potential liability as there is asignificant amount of uncertainty with respect to the tax impact of the remittance of these earnings due to the fact that dividendsreceived from our foreign subsidiaries could bring additional foreign tax credits, which could ultimately reduce the U.S. tax cost ofthe dividend. In addition, significant judgment is required to analyze any additional local withholding tax and other indirect taxconsequence that may arise due to the distribution of these earnings. We respectfully submit that these reasons make it impracticableto accurately calculate the amount of deferred tax liabilities related to the undistributed earnings, particularly in light of the fact thatwe have no intention of distributing these unremitted earnings.

* * * * *

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Google acknowledges that:

• Google is 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

• Google 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.

Please acknowledge receipt of this letter by stamping the enclosed duplicate of this letter and returning it to the undersigned inthe envelope provided.

Please direct your questions or comments to me (tel: (650) 253-5703). In addition, we respectfully request that you provide afacsimile of any additional comments you may have to my attention (fax: (650) 240-3928 and (650) 469-0208). Thank you for yourassistance.

Very truly yours,

GOOGLE INC.

/S/ MARK FUCHS

Mark FuchsVice President, Finance andChief Accountant

cc: Patrick Pichette

David Drummond Kent Walker Donald Harrison Katherine Stephens

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December 29, 2010 Mr. Eric Schmidt Chief Executive Officer Google Inc. 1600 Amphitheatre Parkway Mountain View, CA 94043 Re: Google, Inc. Form 10-K for the fiscal year ended December 31, 2009 Filed on February 12, 2010

File No. 000-50726

Dear Mr. Schmidt:

We have reviewed your letter dated December 13, 2010 in connection with the above-referenced filing and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.

Please respond to this letter within ten business days by amending your filing, by

providing the requested information, or by advising us when you will provide the requested response. If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in response to these comments, we may have additional comments. Unless otherwise noted, where prior comments are referred to they refer to our letter dated December 2, 2010. Form 10-K for the Fiscal Year Ended December 31, 2009 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations Results of Operations, page 41

1. We acknowledge your response to prior comment No. 1, however, we continue to believe that you should consider providing enhanced disclosures to explain in greater detail the relationship between the foreign operating pre-tax income and your effective tax rates. Further, such disclosures seem more relevant due to the recent uncertainty associated with the economic conditions and events in Ireland and Europe. You should provide an analysis of possible outcomes or implications

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Mr. Eric Schmidt Google Inc. December 29, 2010 Page 2

on your operations including your effective tax rates as the various jurisdictions address such conditions and events. We refer you to Item 303(a)(3)(i) of Regulation S-K and Section III.B of SEC Release 33-8350. In addition, consider providing disclosures to separately discuss the changes in the amount of your pre-tax earnings reported from foreign operations as compared to domestic operations.


2. We note your response to prior comment No. 2 and continue to believe that you should consider providing enhanced liquidity to disclose the amount of investments held by foreign subsidiaries that would be subject to the potential tax impact associated with the repatriation of undistributed earnings on foreign subsidiaries. In this respect, this disclosure would illustrate that some investments are not presently available to fund domestic operations such as corporate expenditures or acquisitions without paying a significant amount of taxes upon their repatriation.

3. We note your response to prior comment No. 3 and continue to review your

response. After reviewing this information, we may raise additional comments.

Consolidated Financial Statements Note 14. Income Taxes, pages 92

4. Please confirm whether the foreign rate differential only contains the items indicated in your response to prior comment No. 4. If your foreign rate differential contains other items, please identify the nature of those items for each year presented. You may contact Morgan Youngwood, Staff Accountant, at (202) 551-3479 if

you have any questions regarding comments on the financial statements and related matters. Please address questions regarding all other comments to Maryse Mills-Apenteng, Special Counsel, at (202) 551-3457 or Mark P. Shuman, Legal Branch Chief, at (202) 551-3462. Please contact me with any other questions at (202) 551-3730.



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CORRESP 1 filename1.htmJanuary 7, 2011

By EDGAR and Overnight Delivery

United States Securities and Exchange CommissionDivision of Corporation Finance100 F Street, N.E.Washington, D.C. 20549 Attention: Stephen Krikorian, Accounting Branch Chief

Morgan Youngwood, Staff Accountant

Re: Google Inc. Form 10-K for the fiscal year ended December 31, 2009 Filed on February 12, 2010 (“2009 10-K”) File No. 000-50726

Ladies and Gentlemen:

Google Inc. (“Google”) submits this letter in response to comments from the staff (the “Staff”) of the Securities and ExchangeCommission (the “Commission”) received by letter dated December 29, 2010, relating to the above referenced filing.

In this letter, we have recited the Staff’s comments in italicized, bold type, and have followed each comment with Google’sresponse.

Unless otherwise noted, where prior comments are referred to they refer to the Staff’s letter dated December 2, 2010, and whereour response to prior comments are referred to they refer to our letter to the Staff dated December 13, 2010.

Form 10-K for the Fiscal Year Ended December 31, 2009Item 7. Management’s Discussion and Analysis of Financial Condition and Results of OperationsResults of Operations, page 41

1. We acknowledge your response to prior comment No. 1, however, we continue to believe that you should considerproviding enhanced disclosures to explain in greater detail the relationship between the foreign operating pre-tax incomeand your effective tax rates. Further, such disclosures seem more relevant due to the recent uncertainty associated withthe economic conditions and events in Ireland and Europe. You should provide an analysis of possible outcomes orimplications on your operations including your effective tax rates as the various jurisdictions address such conditionsand events. We refer you to Item 303(a)(3)(i) of Regulation S-K and Section III.B of SEC Release 33-8350. In addition,consider providing disclosures to separately discuss the changes in the amount of your pretax earnings reported fromforeign operations as compared to domestic operations.

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United States Securities and Exchange CommissionJanuary 7, 2011Page 2

We advise the Staff that the relationship between our foreign pre-tax earnings and our effective tax rates can be determinedthrough our disclosure on page 92 (under Note 14 of our Notes to Consolidated Financial Statements) of the 2009 10-K. Specifically,because we provide our foreign provision for income taxes and foreign pre-tax earnings, one can determine that our foreign effectivetax rate is lower than our domestic rate. Accordingly, one could then conclude that as foreign pre-tax earnings as a percentage of thetotal increase or decrease, our overall effective tax rate will decrease or increase (assuming everything else being constant). Thisrelationship is noted on pages 48 and 54 (under Item 7 – Management’s Discussion and Analysis of Financial Condition and Resultsof Operations) of the 2009 10-K, “Our effective tax rate could fluctuate significantly on a quarterly basis and could be adverselyaffected to the extent earnings are lower than anticipated in countries where we have lower statutory rates and higher than anticipatedin countries where we have higher statutory rates. . . .”

If, for instance, a change to a statutory tax rate was determined to be imminent and the impact to our results of operations orfinancial condition was expected to be material, then we would disclose the expected effect of that change.

In addition, as we noted in our response to prior comment No. 4, in our future Annual Report on Form 10-K and QuarterlyReport on Form 10-Q filings, we will separately disclose the amounts of our pre-tax earnings reported from both foreign anddomestic operations.


2. We note your response to prior comment No. 2 and continue to believe that you should consider providing enhancedliquidity to disclose the amount of investments held by foreign subsidiaries that would be subject to the potential taximpact associated with the repatriation of undistributed earnings on foreign subsidiaries. In this respect, this disclosurewould illustrate that some investments are not presently available to fund domestic operations such as corporateexpenditures or acquisitions without paying a significant amount of taxes upon their repatriation.In response to the Staff’s comment, in our future Annual Report on Form 10-K and Quarterly Report on Form 10-Q filings, we

will disclose under Liquidity and Capital Resources the amount of investments held by foreign subsidiaries that would be subject tothe potential tax impact associated with the repatriation of undistributed earnings on foreign subsidiaries, as follows:

“As of December 31, 2010, the amount of cash and short-term investments held by foreign subsidiaries was $xx billion. If these fundsare needed for our operations in the U.S., we would be required to accrue and pay U.S. taxes to repatriate these funds. However, ourintent is to permanently reinvest these funds outside the U.S. and our current plans do not demonstrate a need to repatriate them to fundour U.S. operations.”

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United States Securities and Exchange CommissionJanuary 7, 2011Page 3 3. We note your response to prior comment No. 3 and continue to review your response. After reviewing this information,

we may raise additional comments.We acknowledge the Staff’s comment.

Consolidated Financial StatementsNote 14. Income Taxes, page 92

4. Please confirm whether the foreign rate differential only contains the items indicated in your response to prior commentNo. 4. If your foreign rate differential contains other items, please identify the nature of those items for each yearpresented.We confirm that the foreign rate differential only contains the items indicated in our response to prior comment No. 5.

* * * * *

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United States Securities and Exchange CommissionJanuary 7, 2011Page 4

Please acknowledge receipt of this letter by stamping the enclosed duplicate of this letter and returning it to the undersigned inthe envelope provided.

Please direct your questions or comments to me (tel: (650) 253-5703). In addition, we respectfully request that you provide afacsimile of any additional comments you may have to my attention (fax: (650) 240-3928 and (650) 469-0208). Thank you for yourassistance.

Very truly yours,

GOOGLE INC.

/S/ MARK FUCHS

Mark FuchsVice President, Finance andChief Accountant

cc: Patrick Pichette

David Drummond Kent Walker Donald Harrison Katherine Stephens

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CORRESP 1 filename1.htm1600 Amphitheatre ParkwayMountain View, CA 94043

Main 650.253.0000Fax 650.253.0001www.google.com

Date: February 1, 2011

Attention: Morgan Youngwood, United States Securities and Exchange Commission Re: Google Inc.

Form 10-K

Fax number: (202) 772-9210

From: Mona Chu, Google Inc.

Message:

Hi Morgan,

Pursuant to our phone discussion on January 31, 2011, please find below our proposed updated income tax footnote disclosurefor your review.

“Income before income taxes included income from domestic operations of $2,059 million, $3,579 million, $x,xxx million for2008, 2009, and 2010, and income from foreign operations of $3,794 million, $4,802 million, and $x,xxx million for 2008,2009, and 2010. Substantially all of the income from foreign operations was earned by an Irish subsidiary.”

Please feel free to call me at 650.253.4558 if you have further questions.

Sincerely yours,

/s/ Mona Chu

Mona ChuDirector of SEC Reporting and Technical Accounting

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February 3, 2011 Mr. Eric Schmidt Chief Executive Officer Google Inc. 1600 Amphitheatre Parkway Mountain View, CA 94043 Re: Google, Inc.

Form 10-Q for the quarterly period ended September 30, 2010 Filed on October 29, 2010 Form 10-K for the fiscal year ended December 31, 2009 Filed on February 12, 2010

File No. 000-50726

Dear Mr. Schmidt:

We have completed our review of your Form 10-K and related filings and have no further comments at this time on the specific issues raised.



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Sec Google Letters