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Doc 2011-6024 (18 pgs)

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
Doc 2011-6024 (18 pgs)

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.
Doc 2011-6024 (18 pgs)

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:

x the company is responsible for the adequacy and accuracy of the disclosure in
the filing;

x 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

x 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.htm
FOIA CONFIDENTIAL TREATMENT
REQUESTED BY GOOGLE INC.: GI-0303

December 13, 2010

By EDGAR and Overnight Delivery

United States Securities and Exchange Commission


Division of Corporation Finance
100 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 Exchange
Commission (the “Commission”) received by letter dated December 2, 2010, relating to the above referenced filings (the “Filings”).

Confidential Treatment Request


Because 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 the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), this submission is accompanied by a request for confidential
treatment for this letter and the APA. Google is requesting confidential treatment for this letter and the APA in connection with the
Freedom of Information Act (the “FOIA”) and has filed a separate letter with the Office of Freedom of Information and Privacy Act
Operations in connection with that request.

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

Google Inc.
Attention: General Counsel
1600 Amphitheatre Parkway
Mountain View, CA 94043
Phone: (650) 253-4000
Fax: (650) 649-1920
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United States Securities and Exchange Commission


December 13, 2010
Page 2

FOIA CONFIDENTIAL TREATMENT


REQUESTED 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, 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 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.

We advise the Staff that we disclosed the impact of earnings in foreign jurisdictions, along with how those earnings impact our
effective 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 2009
10-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 or
transactions or any significant economic changes that materially affected the amount of reported income from continuing operations
and, in each case, indicate the extent to which income was so affected. In addition, describe any other significant components of
revenues or expenses that, in the registrant’s judgment, should be described in order to understand the registrant’s results of
operations.” We respectfully submit that our earnings from our recurring foreign operations were not materially affected by any
unusual 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 information
that is required or promotes understanding . . . and provide investors and other users with material information that is necessary to an
understanding of the company’s financial condition and operating performance.” In addition, the disclosures should focus on (a) key
indicators 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 fluctuate
depending 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 the
amount of benefit that we receive from those earnings as part of our effective tax rate reconciliation.
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United States Securities and Exchange Commission


December 13, 2010
Page 3

FOIA CONFIDENTIAL TREATMENT


REQUESTED BY GOOGLE INC.: GI-0303

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.
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 known
demands, commitments, events or uncertainties that will result in or that are reasonably likely to result in the registrant’s liquidity
increasing or decreasing in any material way.” We believe that it is appropriate not to disclose the potential tax impact to liquidity
associated with the repatriation of undistributed earnings of our foreign subsidiaries or the amount of investments currently held by
our foreign subsidiaries as we have no intention of distributing any of our cumulative earnings to the parent company in the U.S., and
as such, there will be no tax impact. As a result, we respectfully submit that we should not be required to disclose any impact to
liquidity 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. 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.
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 under
MD&A on page 52 and the related income tax footnote (Note 13 of our Notes to Consolidated Financial Statements) on page
94.

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 ordinary
course 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 registration
statement or report or was entered into not more than two years before such filing….” We believe that an advanced
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United States Securities and Exchange Commission


December 13, 2010
Page 4

FOIA CONFIDENTIAL TREATMENT


REQUESTED BY GOOGLE INC.: GI-0303

pricing agreement is a type of contract that a registrant like Google would enter into in the ordinary course of its business. Google is
multi-national in its operations and is a taxpayer in a number of jurisdictions. Advanced pricing agreements are an ordinary incident
of the conduct of a multi-national business and are commonly entered into by multi-national entities to achieve greater certainty and
predictability 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 by
the registrant and its subsidiaries, it will be deemed to have been made in the ordinary course of business and need not be filed unless
it falls into one or more of the [specified] categories.....” The categories specified in that subparagraph do not include advanced
pricing agreements or tax arrangements with local or foreign tax authorities. Subparagraph (B) of the specified items pertains to
contracts upon which a registrant’s business is “substantially dependent, as in the case of continuing contracts to sell the major part of
registrant’s products or services or to purchase the major part of registrant’s requirements of goods services or raw materials or any
franchise or license or other agreement to use a patent, formula, trade secret, process or trade name upon which the registrant’s
business depends to a material extent.” We do not believe that the APA is the type of commercial arrangement contemplated by
subparagraph (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 an
exhibit.

[CONFIDENTIAL ** ** CONFIDENTIAL]

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-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 page
92), we disclosed the amount of pre-tax earnings from foreign operations. The residual amount of the pre-tax earnings, which is
calculated by taking the world-wide pre-tax earnings reported on page 62 less the amount of pre-tax earnings disclosed on page 92, is
the amount from domestic operations. Please see below the
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United States Securities and Exchange Commission


December 13, 2010
Page 5

FOIA CONFIDENTIAL TREATMENT


REQUESTED BY GOOGLE INC.: GI-0303

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

World-Wide Pre-Tax Earnings Pre-Tax Earnings from


Pre-Tax Earnings from Foreign Operations Domestic Operations
Year Ended (Page 62) (Page 92) (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, we
will 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 foreign
rate 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 calculated
by determining the (hypothetical) U.S. liability related to those earnings by taking the total amount of foreign
earnings and multiplying it by the statutory tax rate of 35%. We then compare the amount calculated above to the
actual amount of foreign taxes accrued, which includes local income taxes, potential withholding taxes, and other
franchise or capital taxes. The difference between the two amounts represents the amount of the benefit related to the
fact 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 be
transferred to the parent company, and (b) no income
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United States Securities and Exchange Commission


December 13, 2010
Page 6

FOIA CONFIDENTIAL TREATMENT


REQUESTED BY GOOGLE INC.: GI-0303

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

*****
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United States Securities and Exchange Commission


December 13, 2010
Page 7

FOIA CONFIDENTIAL TREATMENT


REQUESTED BY GOOGLE INC.: GI-0303

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 in
the envelope provided.

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

Very truly yours,

GOOGLE INC.

/S/ MARK FUCHS


Mark Fuchs
Vice President, Finance and
Chief Accountant

cc: Patrick Pichette


David Drummond
Kent Walker
Donald Harrison
Katherine Stephens
Doc 2011-6024 (18 pgs)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

DIVISION OF
CORPORATION FINANCE

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
Doc 2011-6024 (18 pgs)

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.

Liquidity and Capital Resources, page 50

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.

Sincerely,

Stephen Krikorian
Accounting Branch Chief
Doc 2011-6024 (18 pgs)

CORRESP 1 filename1.htm
January 7, 2011

By EDGAR and Overnight Delivery

United States Securities and Exchange Commission


Division of Corporation Finance
100 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 Exchange
Commission (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’s
response.

Unless otherwise noted, where prior comments are referred to they refer to the Staff’s letter dated December 2, 2010, and where
our 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, 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 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 pretax earnings reported from
foreign operations as compared to domestic operations.
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United States Securities and Exchange Commission


January 7, 2011
Page 2

We advise the Staff that the relationship between our foreign pre-tax earnings and our effective tax rates can be determined
through 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 effective
tax rate is lower than our domestic rate. Accordingly, one could then conclude that as foreign pre-tax earnings as a percentage of the
total increase or decrease, our overall effective tax rate will decrease or increase (assuming everything else being constant). This
relationship is noted on pages 48 and 54 (under Item 7 – Management’s Discussion and Analysis of Financial Condition and Results
of Operations) of the 2009 10-K, “Our effective tax rate could fluctuate significantly on a quarterly basis and could be adversely
affected to the extent earnings are lower than anticipated in countries where we have lower statutory rates and higher than anticipated
in 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 or
financial 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 Quarterly
Report on Form 10-Q filings, we will separately disclose the amounts of our pre-tax earnings reported from both foreign and
domestic operations.

Liquidity and Capital Resources, page 50


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.
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 to
the 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 funds
are needed for our operations in the U.S., we would be required to accrue and pay U.S. taxes to repatriate these funds. However, our
intent is to permanently reinvest these funds outside the U.S. and our current plans do not demonstrate a need to repatriate them to fund
our U.S. operations.”
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United States Securities and Exchange Commission


January 7, 2011
Page 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 Statements


Note 14. Income Taxes, page 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.
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 Commission


January 7, 2011
Page 4

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

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

Very truly yours,

GOOGLE INC.

/S/ MARK FUCHS


Mark Fuchs
Vice President, Finance and
Chief Accountant

cc: Patrick Pichette


David Drummond
Kent Walker
Donald Harrison
Katherine Stephens
Doc 2011-6024 (18 pgs)

CORRESP 1 filename1.htm
1600 Amphitheatre Parkway Main 650.253.0000
Mountain View, CA 94043 Fax 650.253.0001
www.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 disclosure
for your review.

“Income before income taxes included income from domestic operations of $2,059 million, $3,579 million, $x,xxx million for
2008, 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 Chu
Director of SEC Reporting and Technical Accounting
Doc 2011-6024 (18 pgs)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

DIVISION OF
CORPORATION FINANCE

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.

Sincerely,

Stephen Krikorian
Accounting Branch Chief

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